falseFY0001588272See Note 9 for a discussion of affiliated investments. See Note 4 for a discussion of related party transactions and arrangements. Represents an in-kind transfer to the subreit Represents a non-cash distribution from the subreit reflected as a return of capital. Reflects a full paydown at cost, resulting in no realized gain or loss. Investment denominated in USD. See Note 4 and Note 7 for a discussion of the commitments and contingencies of the Company (as defined in Note 1).Certain investments measured at fair value using net asset value per share (or its equivalent) as a practical expedient and have not been categorized in the fair value hierarchy. The fair value amounts presented in these tables are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Consolidated Schedule of Investments. Includes capital gain distributions of $105,881 included in realized gain (loss) on investments from affiliated issuers on the Consolidated Statement of Operations, which is excluded from the change in unrealized appreciation/depreciation. Includes sales to subreit at cost which generate no realized gain. Amounts are included in distributable earnings (accumulated loss) on the Consolidated Statements of Assets and Liabilities. Senior secured loans in which the Company invests generally pay interest at rates which are periodically determined by reference to a base lending rate plus a spread (unless otherwise identified, all senior secured loans carry a variable rate of interest). These base lending rates are generally (i) the Prime Rate offered by one or more major United States banks, (ii) the lending rate offered by the Federal Reserve Bank such as the Secured Overnight Financing Rate ("SOFR") or (iii) the coupon rate. Rate shown represents the actual rate at December 31, 2024. Senior secured loans, while exempt from registration under the Securities Act of 1933 (the "1933 Act"), contain certain restrictions on resale and cannot be sold publicly. Senior secured floating rate loans often require prepayments from excess cash flow or permit the borrower to repay at its election. The degree to which borrowers repay, whether as a contractual requirement or at their election, cannot be predicted with accuracy. As a result, the actual remaining maturity may be substantially less than the stated maturity shown. The interest rate on these investments is subject to a base rate of 3-Month SOFR, which at December 31, 2024 was 4.3%Unless otherwise noted, the Company did not "control" and was not an "affiliated person" of any of its portfolio companies, each as defined in the Investment Company Act of 1940, as amended (the "1940 Act"). In general, under the 1940 Act, the Company would be presumed to "control" a portfolio company if it owned 25% or more of its voting securities or had the power to exercise control over the management or policies of such portfolio company, and would be an "affiliated person" of a portfolio company if it owned 5% or more of its voting securities. Additionally, companies under common control (e.g., companies with a common owner of greater than 25% of their respective voting securities) are affiliates under the 1940 Act. All investments are denominated in United States Dollars. Represents fair value as determined by the Adviser pursuant to the policies and procedures approved by the Board of Directors (the "Board"). The Board has designated the Adviser as "valuation designee" for the Company pursuant to Rule 2a-5 of the 1940 Act. The Adviser considers fair valued securities to be securities for which market quotations are not readily available and these securities may be valued using a combination of observable and unobservable inputs. Securities with a total aggregate value of $37,041,636 or 83.2% of net assets were fair valued under the Company's valuation procedures as of December 31, 2024.Classified as Level 3 within the three-tier fair value hierarchy. Please see Note 2 for an explanation of this hierarchy, as well as a list of unobservable inputs used in the valuation of these instruments. Senior secured loans in which the Company invests generally pay interest at rates which are periodically determined by reference to a base lending rate plus a spread (unless otherwise identified, all senior secured loans carry a variable rate of interest). These base lending rates are generally (i) the Prime Rate offered by one or more major United States banks, (ii) the lending rate offered by the Federal Reserve Bank such as the Secured Overnight Financing Rate ("SOFR") or (iii) the coupon rate. Rate shown represents the actual rate at December 31, 2023. Senior secured loans, while exempt from registration under the Securities Act of 1933 (the "1933 Act"), contain certain restrictions on resale and cannot be sold publicly. Senior secured floating rate loans often require prepayments from excess cash flow or permit the borrower to repay at its election. The degree to which borrowers repay, whether as a contractual requirement or at their election, cannot be predicted with accuracy. As a result, the actual remaining maturity may be substantially less than the stated maturity shown. Represents fair value as determined by the Adviser pursuant to the policies and procedures approved by the Board of Directors (the "Board"). The Board has designated the Adviser as "valuation designee" for the Company pursuant to Rule 2a-5 of the 1940 Act. The Adviser considers fair valued securities to be securities for which market quotations are not readily available and these securities may be valued using a combination of observable and unobservable inputs. Securities with a total aggregate value of $38,516,582 or 77.3% of net assets were fair valued under the Company's valuation procedures as of December 31, 2023. The investment is not a qualifying asset under Section 55 of the 1940 Act. A business development company, such as the Company ("BDC"), may not acquire any asset other than a qualifying asset, unless at the time the acquisition is made, qualifying assets represent at least 70% of the business development company's total assets. Non-qualifying assets represented 4.8% of the Company's total assets as of December 31, 2023. The interest rate on these investments is subject to a base rate of 6-Month SOFR which at December 31, 2023 was 5.16%. The SOFR rate used to calculate interest is the higher of the prevailing 6 month SOFR rate in effect on the date of the semiannual reset, or the SOFR base rate floor shown. The interest rate on these investments is subject to a base rate of 3-Month SOFR, which at December 31, 2023 was 5.33% Represents an affiliated issuer. Assets with a total aggregate market value of $10,696,845, or 21.5% of net assets, were affiliated with the Company as of December 31, 2023. See Note 9.The investment is not a qualifying asset under Section 55 of the 1940 Act. A business development company, such as the Company ("BDC"), may not acquire any asset other than a qualifying asset, unless at the time the acquisition is made, qualifying assets represent at least 70% of the business development company's total assets. Non-qualifying assets represented 2.6% of the Company's total assets as of December 31, 2024.Securities exempt from registration under Rule 144A of the Securities Act. These securities may only be resold in transactions exempt from registration to qualified institutional buyers. As of December 31, 2023, these securities amounted to $84, or 0.0% of net assets. The investment is considered to be the equity tranche of the issuer. Securities of collateralized loan obligations where an affiliate of the Adviser serves as collateral manager. Amortized cost represents the original cost adjusted for the amortization of premiums and/or accretion of discounts, as applicable, on investments. Non-income producing security. All or a portion of this security is held through a holding company (See Note 1).Represents an affiliated issuer. Assets with a total aggregate fair market value of $9,282,151, or 20.5% of net assets, were affiliated with the Company as of December 31, 2024. See Note 9.Securities with a total aggregate value of $1,113,713, or 2.5% of net assets, were valued using the issuer's fair market value NAV as a practical expedient under ASC 820. Please see Notes to Financial Statements for an explanation of this hierarchy. All or a portion of this security is held through BDC Sapience Holdco, LLC (See Note 1) State Street U.S. Government Money Market Fund. See Note 5 for a discussion of the deferred tax asset/liability. See Note 5 for a discussion of income tax expense. 0001588272 2024-01-01 2024-12-31 0001588272 2023-12-31 0001588272 2024-12-31 0001588272 2023-01-01 2023-12-31 0001588272 2022-01-01 2022-12-31 0001588272 2021-01-01 2021-12-31 0001588272 2020-01-01 2020-12-31 0001588272 2022-12-31 0001588272 2021-12-31 0001588272 2020-12-31 0001588272 2023-12-31 2023-12-31 0001588272 2024-03-31 0001588272 2023-03-31 0001588272 2025-03-24 0001588272 2019-12-31 0001588272 cik0001588272:AffiliatedInvestmentsMember 2023-12-31 0001588272 cik0001588272:NonControlledOrNonAffiliatedInvestmentsMember 2023-12-31 0001588272 us-gaap: RelatedPartyMember 2023-12-31 0001588272 cik0001588272:DecemberThirtyFirstTwoThousandAndTwentySixMember 2023-12-31 0001588272 cik0001588272:ExpenseLimitationAgreementMember us-gaap: RelatedPartyMember 2023-12-31 0001588272 us-gaap: MoneyMarketFundsMember 2023-12-31 0001588272 cik0001588272:AdvisoryFeesAndAdministrationFeesMember us-gaap: RelatedPartyMember 2023-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:AmericanBanknoteCorpMember us-gaap: CommonStockMember cik0001588272:CommonStockOneMember 2023-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:GraysonInvestorCorpMember us-gaap: AssetBackedSecuritiesMember cik0001588272:AssetBackedSecuritiesOneMember 2023-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:MpmHoldingsIncMember us-gaap: CommonStockMember cik0001588272:CommonStockOneMember 2023-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:MidwaveWirelessInc. FkaTerrestarCorp. Member us-gaap: CommonStockMember cik0001588272:CommonStockOneMember 2023-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:MidwaveWirelessInc. FkaTerrestarCorp. Member cik0001588272:SeniorSecuredLoansMember cik0001588272:SeniorSecuredLoansOneMember 2023-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:MidwaveWirelessInc. FkaTerrestarCorp. Member cik0001588272:SeniorSecuredLoansMember cik0001588272:SeniorSecuredLoansTwoMember 2023-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:SapienceTherapauticsIncMember us-gaap: PreferredStockMember cik0001588272:SeriesBOnePreferredStockMember 2023-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:SapienceTherapauticsIncMember us-gaap: PreferredStockMember us-gaap: SeriesBPreferredStockMember 2023-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:UsGamingLlcMember cik0001588272:LlcInterestsMember cik0001588272:LlcInterestsOneMember 2023-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:SfrWlifThreeLlcMember cik0001588272:LlcInterestsMember cik0001588272:LlcInterestsOneMember 2023-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:NexpointCapitalReitLlcMember cik0001588272:LlcInterestsMember cik0001588272:LlcInterestsOneMember 2023-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:IqhqMember us-gaap: CommonStockMember cik0001588272:CommonStockOneMember 2023-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:MidwaveWirelessInc. FkaTerrestarCorp. Member cik0001588272:SeniorSecuredLoansMember cik0001588272:SeniorSecuredLoansFourMember 2023-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:NexpointCapitalReitLlcMember cik0001588272:SeniorSecuredLoansMember 2023-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:PlantswitchInc. Member cik0001588272:SeniorSecuredLoansMember 2023-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:AprimedIncMember us-gaap: PreferredStockMember cik0001588272:SeriesCTwoPreferredStockMember 2023-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:CcsMedicalIncMember cik0001588272:SeniorSecuredLoansMember cik0001588272:SeniorSecuredLoansOneMember 2023-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:AprimedIncMember us-gaap: PreferredStockMember cik0001588272:PreferredStocksOneMember 2023-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:MidwaveWirelessInc. FkaTerrestarCorp. Member cik0001588272:SeniorSecuredLoansMember cik0001588272:SeniorSecuredLoansThreeMember 2023-12-31 0001588272 cik0001588272:ChemicalsMember 2023-12-31 0001588272 cik0001588272:TelecommunicationServicesMember 2023-12-31 0001588272 us-gaap: FinancialServiceMember 2023-12-31 0001588272 cik0001588272:ConsumerProductsMember 2023-12-31 0001588272 cik0001588272:RealEstateInvestmentTrustsMember 2023-12-31 0001588272 cik0001588272:EnergyMember 2023-12-31 0001588272 cik0001588272:MediaAndTelecommunicationsMember 2023-12-31 0001588272 cik0001588272:ConsumerDiscretionaryMember 2023-12-31 0001588272 cik0001588272:BioplasticsMember 2023-12-31 0001588272 us-gaap: HealthCareMember 2023-12-31 0001588272 us-gaap: RealEstateMember 2023-12-31 0001588272 us-gaap: CommonStockMember 2023-12-31 0001588272 cik0001588272:LlcMemberInterestsMember 2023-12-31 0001588272 us-gaap: PreferredStockMember 2023-12-31 0001588272 us-gaap: WarrantMember 2023-12-31 0001588272 cik0001588272:SeniorSecuredLoansFirstLienMember 2023-12-31 0001588272 cik0001588272:SeniorSecuredLoansSecondLienMember 2023-12-31 0001588272 us-gaap: AssetBackedSecuritiesMember 2023-12-31 0001588272 us-gaap: CorporateBondSecuritiesMember 2023-12-31 0001588272 country: KY 2023-12-31 0001588272 country: LU 2023-12-31 0001588272 country: US 2023-12-31 0001588272 us-gaap: FairValueInputsLevel2Member us-gaap: PreferredStockMember cik0001588272:FinancialsMember 2023-12-31 0001588272 us-gaap: FairValueInputsLevel3Member us-gaap: PreferredStockMember cik0001588272:FinancialsMember 2023-12-31 0001588272 us-gaap: PreferredStockMember cik0001588272:FinancialsMember 2023-12-31 0001588272 us-gaap: CommonStockMember us-gaap: RealEstateMember 2023-12-31 0001588272 us-gaap: FairValueInputsLevel1Member us-gaap: PreferredStockMember cik0001588272:FinancialsMember 2023-12-31 0001588272 us-gaap: FairValueInputsLevel1Member 2023-12-31 0001588272 us-gaap: FairValueInputsLevel3Member us-gaap: CommonStockMember cik0001588272:RealEstateInvestmentTrustReitsMember 2023-12-31 0001588272 us-gaap: FairValueInputsLevel1Member us-gaap: CommonStockMember cik0001588272:ChemicalsMember 2023-12-31 0001588272 us-gaap: FairValueInputsLevel2Member cik0001588272:AssetBackedSecuritiesOneMember cik0001588272:FinancialsMember 2023-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:AssetBackedSecuritiesOneMember cik0001588272:FinancialsMember 2023-12-31 0001588272 cik0001588272:AssetBackedSecuritiesOneMember cik0001588272:FinancialsMember 2023-12-31 0001588272 us-gaap: FairValueInputsLevel1Member us-gaap: CommonStockMember cik0001588272:RealEstateInvestmentTrustReitsMember 2023-12-31 0001588272 us-gaap: FairValueInputsLevel2Member us-gaap: CommonStockMember cik0001588272:RealEstateInvestmentTrustReitsMember 2023-12-31 0001588272 us-gaap: FairValueInputsLevel1Member cik0001588272:CorporateBondsMember cik0001588272:MediaAndTelecommunicationsMember 2023-12-31 0001588272 us-gaap: FairValueInputsLevel2Member cik0001588272:CorporateBondsMember cik0001588272:MediaAndTelecommunicationsMember 2023-12-31 0001588272 us-gaap: FairValueInputsLevel2Member us-gaap: WarrantMember cik0001588272:MediaAndTelecommunicationsMember 2023-12-31 0001588272 us-gaap: WarrantMember cik0001588272:MediaAndTelecommunicationsMember 2023-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:CorporateBondsMember cik0001588272:MediaAndTelecommunicationsMember 2023-12-31 0001588272 cik0001588272:CorporateBondsMember cik0001588272:MediaAndTelecommunicationsMember 2023-12-31 0001588272 us-gaap: FairValueInputsLevel3Member us-gaap: CommonStockMember cik0001588272:ChemicalsMember 2023-12-31 0001588272 us-gaap: CommonStockMember cik0001588272:ChemicalsMember 2023-12-31 0001588272 us-gaap: FairValueInputsLevel1Member us-gaap: CommonStockMember cik0001588272:EnergyMember 2023-12-31 0001588272 us-gaap: FairValueInputsLevel2Member us-gaap: CommonStockMember cik0001588272:EnergyMember 2023-12-31 0001588272 us-gaap: FairValueInputsLevel3Member us-gaap: CommonStockMember cik0001588272:EnergyMember 2023-12-31 0001588272 us-gaap: PreferredStockMember us-gaap: HealthCareMember 2023-12-31 0001588272 us-gaap: FairValueInputsLevel2Member us-gaap: CommonStockMember us-gaap: RealEstateMember 2023-12-31 0001588272 us-gaap: FairValueInputsLevel1Member us-gaap: CommonStockMember cik0001588272:FinancialsMember 2023-12-31 0001588272 us-gaap: FairValueInputsLevel2Member us-gaap: CommonStockMember cik0001588272:FinancialsMember 2023-12-31 0001588272 us-gaap: FairValueInputsLevel3Member us-gaap: CommonStockMember cik0001588272:FinancialsMember 2023-12-31 0001588272 us-gaap: CommonStockMember cik0001588272:FinancialsMember 2023-12-31 0001588272 us-gaap: FairValueInputsLevel2Member us-gaap: CommonStockMember cik0001588272:ChemicalsMember 2023-12-31 0001588272 us-gaap: FairValueInputsLevel1Member cik0001588272:LlcInterestsMember us-gaap: RealEstateMember 2023-12-31 0001588272 us-gaap: FairValueInputsLevel2Member cik0001588272:LlcInterestsMember us-gaap: RealEstateMember 2023-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:LlcInterestsMember us-gaap: RealEstateMember 2023-12-31 0001588272 cik0001588272:LlcInterestsMember us-gaap: RealEstateMember 2023-12-31 0001588272 us-gaap: FairValueInputsLevel1Member cik0001588272:CorporateBondsMember cik0001588272:ConsumerDiscretionaryMember 2023-12-31 0001588272 us-gaap: CommonStockMember cik0001588272:EnergyMember 2023-12-31 0001588272 us-gaap: FairValueInputsLevel1Member cik0001588272:AssetBackedSecuritiesOneMember cik0001588272:FinancialsMember 2023-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:SeniorSecuredLoansMember cik0001588272:BioplasticsMember 2023-12-31 0001588272 cik0001588272:SeniorSecuredLoansMember cik0001588272:BioplasticsMember 2023-12-31 0001588272 us-gaap: FairValueInputsLevel2Member cik0001588272:CorporateBondsMember cik0001588272:ConsumerDiscretionaryMember 2023-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:CorporateBondsMember cik0001588272:ConsumerDiscretionaryMember 2023-12-31 0001588272 cik0001588272:CorporateBondsMember cik0001588272:ConsumerDiscretionaryMember 2023-12-31 0001588272 us-gaap: FairValueInputsLevel3Member 2023-12-31 0001588272 us-gaap: FairValueInputsLevel1Member us-gaap: WarrantMember cik0001588272:EnergyMember 2023-12-31 0001588272 us-gaap: FairValueInputsLevel2Member us-gaap: WarrantMember cik0001588272:EnergyMember 2023-12-31 0001588272 us-gaap: FairValueInputsLevel3Member us-gaap: WarrantMember cik0001588272:EnergyMember 2023-12-31 0001588272 us-gaap: WarrantMember cik0001588272:EnergyMember 2023-12-31 0001588272 us-gaap: FairValueInputsLevel1Member us-gaap: WarrantMember cik0001588272:MediaAndTelecommunicationsMember 2023-12-31 0001588272 us-gaap: FairValueInputsLevel1Member cik0001588272:SeniorSecuredLoansMember us-gaap: HealthCareMember 2023-12-31 0001588272 us-gaap: FairValueInputsLevel2Member cik0001588272:SeniorSecuredLoansMember us-gaap: HealthCareMember 2023-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:SeniorSecuredLoansMember us-gaap: HealthCareMember 2023-12-31 0001588272 cik0001588272:SeniorSecuredLoansMember us-gaap: HealthCareMember 2023-12-31 0001588272 us-gaap: FairValueInputsLevel2Member 2023-12-31 0001588272 us-gaap: FairValueInputsLevel1Member us-gaap: PreferredStockMember us-gaap: HealthCareMember 2023-12-31 0001588272 us-gaap: FairValueInputsLevel2Member us-gaap: PreferredStockMember us-gaap: HealthCareMember 2023-12-31 0001588272 us-gaap: FairValueInputsLevel3Member us-gaap: PreferredStockMember us-gaap: HealthCareMember 2023-12-31 0001588272 us-gaap: FairValueInputsLevel1Member cik0001588272:SeniorSecuredLoansMember cik0001588272:TelecommunicationServicesMember 2023-12-31 0001588272 us-gaap: FairValueInputsLevel2Member cik0001588272:SeniorSecuredLoansMember cik0001588272:TelecommunicationServicesMember 2023-12-31 0001588272 us-gaap: CommonStockMember cik0001588272:TelecommunicationServicesMember 2023-12-31 0001588272 us-gaap: FairValueInputsLevel3Member us-gaap: CommonStockMember cik0001588272:TelecommunicationServicesMember 2023-12-31 0001588272 us-gaap: FairValueInputsLevel2Member us-gaap: CommonStockMember cik0001588272:TelecommunicationServicesMember 2023-12-31 0001588272 us-gaap: FairValueInputsLevel1Member us-gaap: CommonStockMember cik0001588272:TelecommunicationServicesMember 2023-12-31 0001588272 us-gaap: CommonStockMember cik0001588272:RealEstateInvestmentTrustReitsMember 2023-12-31 0001588272 us-gaap: FairValueInputsLevel3Member us-gaap: CommonStockMember us-gaap: RealEstateMember 2023-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:LlcInterestsMember cik0001588272:ConsumerProductsMember 2023-12-31 0001588272 cik0001588272:LlcInterestsMember cik0001588272:ConsumerProductsMember 2023-12-31 0001588272 us-gaap: FairValueInputsLevel1Member us-gaap: CommonStockMember us-gaap: RealEstateMember 2023-12-31 0001588272 cik0001588272:SeniorSecuredLoansMember us-gaap: RealEstateMember 2023-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:SeniorSecuredLoansMember us-gaap: RealEstateMember 2023-12-31 0001588272 us-gaap: FairValueInputsLevel1Member cik0001588272:LlcInterestsMember cik0001588272:ConsumerProductsMember 2023-12-31 0001588272 cik0001588272:SeniorSecuredLoansMember cik0001588272:TelecommunicationServicesMember 2023-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:SeniorSecuredLoansMember cik0001588272:TelecommunicationServicesMember 2023-12-31 0001588272 us-gaap: FairValueInputsLevel2Member cik0001588272:LlcInterestsMember cik0001588272:ConsumerProductsMember 2023-12-31 0001588272 srt: MaximumMember cik0001588272:EquityMethodInvesteeControllingInvestmentMember 2023-12-31 0001588272 srt: MinimumMember cik0001588272:EquityMethodInvesteeControllingInvestmentMember 2023-12-31 0001588272 cik0001588272:BaseRateOf6MonthSofrMember 2023-12-31 0001588272 cik0001588272:BaseRateOf3MonthSofrMember 2023-12-31 0001588272 cik0001588272:BoardOfDirectorsMember 2023-12-31 0001588272 srt: AffiliatedEntityMember 2023-12-31 0001588272 cik0001588272:LlcInterestsMember us-gaap: FairValueInputsLevel3Member us-gaap: MeasurementInputDiscountRateMember us-gaap: ValuationTechniqueDiscountedCashFlowMember 2023-12-31 0001588272 us-gaap: PreferredStockMember us-gaap: FairValueInputsLevel3Member cik0001588272:MeasurementInputEnterpriseValueMember cik0001588272:ValuationTechniqueTransactionIndicationOfValueMember 2023-12-31 0001588272 us-gaap: CommonStockMember us-gaap: FairValueInputsLevel3Member us-gaap: MeasurementInputDiscountRateMember us-gaap: ValuationTechniqueDiscountedCashFlowMember 2023-12-31 0001588272 cik0001588272:SeniorSecuredLoansMember us-gaap: FairValueInputsLevel3Member us-gaap: MeasurementInputDiscountRateMember us-gaap: ValuationTechniqueDiscountedCashFlowMember 2023-12-31 0001588272 us-gaap: AssetBackedSecuritiesMember us-gaap: FairValueInputsLevel3Member cik0001588272:ValuationTechniqueNetAssetValueMember 2023-12-31 0001588272 Senior Secured Loans | Bioplastics | PlantSwitch, Inc. Convertible Promissory Note (First Lien Term Loan) | 10% Fixed | 9/20/2026 2023-12-31 0001588272 Senior Secured Loans | Healthcare | Auris Luxembourg III S.a.r.l. (First Lien Term Loan) | SOFR + 375 | 5.87% | 2/27/2026 2023-12-31 0001588272 Senior Secured Loans | Healthcare | Carestream Health, Inc. (First Lien Term Loan) | SOFR + 750 | 5.36% | 9/30/2027 2023-12-31 0001588272 Senior Secured Loans | Healthcare | CCS Medical, Inc (First Lien Term Loan) | 11% Fixed | 4/7/2026 2023-12-31 0001588272 Senior Secured Loans | Healthcare | Covenant Surgical Partners, Inc. (First Lien Delayed Draw Term Loan) | SOFR + 400 | 5.38% | 7/1/2026 2023-12-31 0001588272 Senior Secured Loans | Healthcare | Covenant Surgical Partners, Inc. (First Lien Term Loan) | SOFR + 400 | 5.38 % | 7/1/2026 2023-12-31 0001588272 Senior Secured Loans | Healthcare | Sound Inpatient Physicians (Second Lien Term Loan) | SOFR + 675 | 5.64 % | 6/26/2026 2023-12-31 0001588272 Senior Secured Loans | Real Estate | NexPoint Capital REIT, LLC (First Lien Term Loan) | PRIME + 100 | 8.00% | 3/25/2025 2023-12-31 0001588272 Senior Secured Loans | Telecommunication Services | MidWave Wireless, Inc. (fka Terrestar Corp.) (First Lien Term Loan F) | 12% PIK | 12.00% | 2/28/2024 2023-12-31 0001588272 Senior Secured Loans | Telecommunication Services | MidWave Wireless, Inc. (fka Terrestar Corp.) (First Lien Term Loan E) | 12% PIK | 12.00% | 2/28/2024 2023-12-31 0001588272 Senior Secured Loans | Telecommunication Services | MidWave Wireless, Inc. (fka Terrestar Corp.) (First Lien Term Loan G) | 12% PIK | 12.00% | 2/28/2024 2023-12-31 0001588272 Senior Secured Loans | Telecommunication Services | MidWave Wireless, Inc. (fka Terrestar Corp.) (First Lien Term Loan H) | 12% PIK | 12.00% | 2/28/2024 2023-12-31 0001588272 Corporate Bonds | Media/Telecommunications | iHeartCommunications Inc. | 8.38% | 05/01/2027 2023-12-31 0001588272 Corporate Bonds | Consumer Discretionary | Vista Outdoor, Inc. | 4.50% | 03/15/2029 2023-12-31 0001588272 Corporate Bonds | Media/Telecommunications | iHeartCommunications Inc. | 6.38% | 05/01/2026 2023-12-31 0001588272 Asset-Backed Securities | Financials | Grayson Investor Corp. 2023-12-31 0001588272 Senior Secured Loans 2023-12-31 0001588272 Senior Secured Loans | Telecommunication Services 2023-12-31 0001588272 Corporate Bonds 2023-12-31 0001588272 Corporate Bonds | Media/Telecommunications 2023-12-31 0001588272 Asset-Backed Securitie 2023-12-31 0001588272 Senior Secured Loans | Healthcare 2023-12-31 0001588272 Common Stocks | Chemicals | MPM Holdings Inc. 2023-12-31 0001588272 Common Stocks | Energy | Quarternorth Energy Inc. 2023-12-31 0001588272 Common Stocks | Financials | American Banknote Corp. 2023-12-31 0001588272 Common Stocks | Real Estate | Nexpoint Real Estate Finance Inc. 2023-12-31 0001588272 Common Stocks | Real Estate | IQHQ Inc. 2023-12-31 0001588272 Common Stocks | Real Estate Investment Trust (REIT) | NexPoint Residential Trust Inc. 2023-12-31 0001588272 Common Stocks | Telecommunication Services | MidWave Wireless, Inc. 2023-12-31 0001588272 LLC Interests | Consumer Products | US Gaming LLC 2023-12-31 0001588272 LLC Interests | Real Estate | NexPoint Capital REIT LLC 2023-12-31 0001588272 LLC Interests | Real Estate | SFR WLIF III LLC 2023-12-31 0001588272 Common Stocks | Real Estate 2023-12-31 0001588272 Common Stocks 2023-12-31 0001588272 LLC Interests | Real Estate 2023-12-31 0001588272 LLC Interests 2023-12-31 0001588272 Preferred Stocks | Financials | 777 Partners LLC | 10.00% 2023-12-31 0001588272 Preferred Stocks | Financials | United Fidelity Bank FSB | 7.00% 2023-12-31 0001588272 Preferred Stocks | Healthcare | Apnimed Inc. | 8.00% 2023-12-31 0001588272 Preferred Stocks | Healthcare | Apnimed Inc. (Series C-2) | 8.00% 2023-12-31 0001588272 Preferred Stocks | Healthcare | Sapience Therapeutics Inc. (Series B Preferred Shares) | 8.00% 2023-12-31 0001588272 Preferred Stocks | Healthcare | Sapience Therapeutics Inc. (Series B-1 Preferred Shares) | 8.00% 2023-12-31 0001588272 Warrants | Energy | QuarterNorth Tranche 1 2023-12-31 0001588272 Warrants | Energy | QuarterNorth Tranche 2 2023-12-31 0001588272 Warrants | Media/Telecommunications | iHeartMedia Inc. 2023-12-31 0001588272 Warrants | Total Investments 2023-12-31 0001588272 Preferred Stocks 2023-12-31 0001588272 Preferred Stocks | Healthcare 2023-12-31 0001588272 Warrants 2023-12-31 0001588272 Warrants | Energy 2023-12-31 0001588272 Preferred Stocks | Financials 2023-12-31 0001588272 Net Assets 2023-12-31 0001588272 Total Investments | Other Assets & Liabilities net 2023-12-31 0001588272 Total Investments | Cash Equivalents 2023-12-31 0001588272 us-gaap: CommonStockMember us-gaap: FairValueInputsLevel3Member cik0001588272:MeasurementInputEnterpriseValueMember srt: MaximumMember cik0001588272:ValuationTechniqueTransactionIndicationOfValueMember 2023-12-31 0001588272 us-gaap: CommonStockMember us-gaap: FairValueInputsLevel3Member cik0001588272:MeasurementInputEnterpriseValueMember srt: WeightedAverageMember cik0001588272:ValuationTechniqueTransactionIndicationOfValueMember 2023-12-31 0001588272 us-gaap: CommonStockMember us-gaap: FairValueInputsLevel3Member srt: MaximumMember cik0001588272:ValuationTechniqueLiquidationAnalysisMember 2023-12-31 0001588272 us-gaap: CommonStockMember us-gaap: FairValueInputsLevel3Member cik0001588272:MeasurementInputUnadjustedPriceMember srt: WeightedAverageMember cik0001588272:ValuationTechniqueMultipleAnalysisMember 2023-12-31 0001588272 us-gaap: CommonStockMember us-gaap: FairValueInputsLevel3Member cik0001588272:MeasurementInputEnterpriseValueMember srt: MinimumMember cik0001588272:ValuationTechniqueTransactionIndicationOfValueMember 2023-12-31 0001588272 us-gaap: CommonStockMember us-gaap: FairValueInputsLevel3Member us-gaap: MeasurementInputDiscountRateMember srt: WeightedAverageMember us-gaap: ValuationTechniqueDiscountedCashFlowMember 2023-12-31 0001588272 us-gaap: CommonStockMember us-gaap: FairValueInputsLevel3Member us-gaap: MeasurementInputEbitdaMultipleMember srt: MinimumMember cik0001588272:ValuationTechniqueMultipleAnalysisMember 2023-12-31 0001588272 us-gaap: CommonStockMember us-gaap: FairValueInputsLevel3Member us-gaap: MeasurementInputEbitdaMultipleMember srt: MaximumMember cik0001588272:ValuationTechniqueMultipleAnalysisMember 2023-12-31 0001588272 us-gaap: CommonStockMember us-gaap: FairValueInputsLevel3Member us-gaap: MeasurementInputEbitdaMultipleMember srt: WeightedAverageMember cik0001588272:ValuationTechniqueMultipleAnalysisMember 2023-12-31 0001588272 us-gaap: CommonStockMember us-gaap: FairValueInputsLevel3Member cik0001588272:MeasurementInputUnadjustedPriceMember srt: MinimumMember cik0001588272:ValuationTechniqueMultipleAnalysisMember 2023-12-31 0001588272 us-gaap: CommonStockMember us-gaap: FairValueInputsLevel3Member cik0001588272:MeasurementInputUnadjustedPriceMember srt: MaximumMember cik0001588272:ValuationTechniqueMultipleAnalysisMember 2023-12-31 0001588272 us-gaap: PreferredStockMember us-gaap: FairValueInputsLevel3Member us-gaap: MeasurementInputOptionVolatilityMember srt: WeightedAverageMember us-gaap: ValuationTechniqueOptionPricingModelMember 2023-12-31 0001588272 us-gaap: PreferredStockMember us-gaap: FairValueInputsLevel3Member cik0001588272:MeasurementInputEnterpriseValueMember srt: MinimumMember cik0001588272:ValuationTechniqueTransactionIndicationOfValueMember 2023-12-31 0001588272 us-gaap: PreferredStockMember us-gaap: FairValueInputsLevel3Member cik0001588272:MeasurementInputEnterpriseValueMember srt: MaximumMember cik0001588272:ValuationTechniqueTransactionIndicationOfValueMember 2023-12-31 0001588272 us-gaap: PreferredStockMember us-gaap: FairValueInputsLevel3Member cik0001588272:MeasurementInputEnterpriseValueMember srt: WeightedAverageMember cik0001588272:ValuationTechniqueTransactionIndicationOfValueMember 2023-12-31 0001588272 us-gaap: CommonStockMember us-gaap: FairValueInputsLevel3Member us-gaap: MeasurementInputDiscountRateMember srt: MinimumMember us-gaap: ValuationTechniqueDiscountedCashFlowMember 2023-12-31 0001588272 us-gaap: CommonStockMember us-gaap: FairValueInputsLevel3Member us-gaap: MeasurementInputDiscountRateMember srt: MaximumMember us-gaap: ValuationTechniqueDiscountedCashFlowMember 2023-12-31 0001588272 cik0001588272:LlcInterestsMember us-gaap: FairValueInputsLevel3Member us-gaap: MeasurementInputDiscountRateMember srt: WeightedAverageMember us-gaap: ValuationTechniqueDiscountedCashFlowMember 2023-12-31 0001588272 cik0001588272:LlcInterestsMember us-gaap: FairValueInputsLevel3Member us-gaap: MeasurementInputEbitdaMultipleMember srt: MinimumMember cik0001588272:ValuationTechniqueMultipleAnalysisMember 2023-12-31 0001588272 cik0001588272:LlcInterestsMember us-gaap: FairValueInputsLevel3Member us-gaap: MeasurementInputEbitdaMultipleMember srt: MaximumMember cik0001588272:ValuationTechniqueMultipleAnalysisMember 2023-12-31 0001588272 cik0001588272:LlcInterestsMember us-gaap: FairValueInputsLevel3Member us-gaap: MeasurementInputEbitdaMultipleMember srt: WeightedAverageMember cik0001588272:ValuationTechniqueMultipleAnalysisMember 2023-12-31 0001588272 us-gaap: PreferredStockMember us-gaap: FairValueInputsLevel3Member us-gaap: MeasurementInputOptionVolatilityMember srt: MinimumMember us-gaap: ValuationTechniqueOptionPricingModelMember 2023-12-31 0001588272 us-gaap: PreferredStockMember us-gaap: FairValueInputsLevel3Member us-gaap: MeasurementInputOptionVolatilityMember srt: MaximumMember us-gaap: ValuationTechniqueOptionPricingModelMember 2023-12-31 0001588272 cik0001588272:SeniorSecuredLoansMember us-gaap: FairValueInputsLevel3Member us-gaap: MeasurementInputDiscountRateMember srt: MinimumMember us-gaap: ValuationTechniqueDiscountedCashFlowMember 2023-12-31 0001588272 cik0001588272:SeniorSecuredLoansMember us-gaap: FairValueInputsLevel3Member us-gaap: MeasurementInputDiscountRateMember srt: MaximumMember us-gaap: ValuationTechniqueDiscountedCashFlowMember 2023-12-31 0001588272 cik0001588272:SeniorSecuredLoansMember us-gaap: FairValueInputsLevel3Member cik0001588272:MeasurementInputCostPriceMember srt: WeightedAverageMember cik0001588272:ValuationTechniqueTransactionIndicationOfValueMember 2023-12-31 0001588272 cik0001588272:SeniorSecuredLoansMember us-gaap: FairValueInputsLevel3Member cik0001588272:MeasurementInputCostPriceMember cik0001588272:ValuationTechniqueTransactionIndicationOfValueMember 2023-12-31 0001588272 cik0001588272:LlcInterestsMember us-gaap: FairValueInputsLevel3Member us-gaap: MeasurementInputDiscountRateMember srt: MinimumMember us-gaap: ValuationTechniqueDiscountedCashFlowMember 2023-12-31 0001588272 cik0001588272:LlcInterestsMember us-gaap: FairValueInputsLevel3Member us-gaap: MeasurementInputDiscountRateMember srt: MaximumMember us-gaap: ValuationTechniqueDiscountedCashFlowMember 2023-12-31 0001588272 cik0001588272:AffiliatedInvestmentsMember 2024-12-31 0001588272 cik0001588272:NonControlledOrNonAffiliatedInvestmentsMember 2024-12-31 0001588272 us-gaap: RelatedPartyMember 2024-12-31 0001588272 cik0001588272:LibertyCloHoldcoLtdMember 2024-12-31 0001588272 cik0001588272:FourthQuarterTenderOfferMember 2024-12-31 0001588272 cik0001588272:DecemberThirtyFirstTwoThousandAndTwentySevenMember 2024-12-31 0001588272 cik0001588272:ExpenseLimitationAgreementMember us-gaap: RelatedPartyMember 2024-12-31 0001588272 us-gaap: MoneyMarketFundsMember 2024-12-31 0001588272 cik0001588272:AdvisoryFeesAndAdministrationFeesMember us-gaap: RelatedPartyMember 2024-12-31 0001588272 cik0001588272:ExpenseLimitationAgreementMember 2024-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:SapienceTherapauticsIncMember us-gaap: PreferredStockMember cik0001588272:PreferredStocksOneMember 2024-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:MidwaveWirelessIncMember cik0001588272:SeniorSecuredLoansMember cik0001588272:SeniorSecuredLoansOneMember 2024-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:CcsMedicalIncMember cik0001588272:SeniorSecuredLoansMember cik0001588272:SeniorSecuredLoansOneMember 2024-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:SapienceTherapauticsIncMember us-gaap: PreferredStockMember cik0001588272:PreferredStocksTwoMember 2024-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:NexpointCapitalReitLlcMember cik0001588272:LlcInterestsMember cik0001588272:LlcInterestsOneMember 2024-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:MidwaveWirelessIncMember us-gaap: CommonStockMember cik0001588272:CommonStockOneMember 2024-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:AmericanBanknoteCorpMember us-gaap: CommonStockMember cik0001588272:CommonStockOneMember 2024-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:AprimedIncMember us-gaap: PreferredStockMember cik0001588272:PreferredStocksTwoMember 2024-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:AprimedIncMember us-gaap: PreferredStockMember cik0001588272:PreferredStocksOneMember 2024-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:UsGamingLlcMember cik0001588272:LlcInterestsMember cik0001588272:LlcInterestsOneMember 2024-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:MidwaveWirelessIncMember cik0001588272:SeniorSecuredLoansMember cik0001588272:SeniorSecuredLoansFourMember 2024-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:MidwaveWirelessIncMember cik0001588272:SeniorSecuredLoansMember cik0001588272:SeniorSecuredLoansThreeMember 2024-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:MidwaveWirelessIncMember cik0001588272:SeniorSecuredLoansMember cik0001588272:SeniorSecuredLoansTwoMember 2024-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:PlantswitchInc. Member us-gaap: CommonStockMember cik0001588272:CommonStockOneMember 2024-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:SevenSevenSevenPartnersLlcMember us-gaap: PreferredStockMember cik0001588272:PreferredStocksOneMember 2024-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:UnitedFidelityBankFsbMember us-gaap: PreferredStockMember cik0001588272:PreferredStocksOneMember 2024-12-31 0001588272 cik0001588272:BioplasticsMember 2024-12-31 0001588272 us-gaap: HealthCareMember 2024-12-31 0001588272 us-gaap: RealEstateMember 2024-12-31 0001588272 cik0001588272:ChemicalsMember 2024-12-31 0001588272 cik0001588272:TelecommunicationServicesMember 2024-12-31 0001588272 cik0001588272:ConsumerProductsMember 2024-12-31 0001588272 us-gaap: FinancialServiceMember 2024-12-31 0001588272 cik0001588272:EnergyMember 2024-12-31 0001588272 cik0001588272:RealEstateInvestmentTrustsMember 2024-12-31 0001588272 cik0001588272:MediaAndTelecommunicationsMember 2024-12-31 0001588272 us-gaap: PreferredStockMember 2024-12-31 0001588272 cik0001588272:SeniorSecuredLoansThirdLienMember 2024-12-31 0001588272 us-gaap: CorporateBondSecuritiesMember 2024-12-31 0001588272 us-gaap: CommonStockMember 2024-12-31 0001588272 cik0001588272:LlcMemberInterestsMember 2024-12-31 0001588272 cik0001588272:SeniorSecuredLoansFirstLienMember 2024-12-31 0001588272 country: US 2024-12-31 0001588272 us-gaap: FairValueInputsLevel2Member cik0001588272:LlcInterestsMember cik0001588272:ConsumerProductsMember 2024-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:LlcInterestsMember cik0001588272:ConsumerProductsMember 2024-12-31 0001588272 cik0001588272:LlcInterestsMember cik0001588272:ConsumerProductsMember 2024-12-31 0001588272 us-gaap: FairValueInputsLevel1Member cik0001588272:SeniorSecuredLoansMember cik0001588272:ConsumerProductsMember 2024-12-31 0001588272 us-gaap: CommonStockMember cik0001588272:TelecommunicationServicesMember 2024-12-31 0001588272 us-gaap: FairValueInputsLevel2Member 2024-12-31 0001588272 us-gaap: FairValueInputsLevel2Member cik0001588272:LlcInterestsMember us-gaap: RealEstateMember 2024-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:LlcInterestsMember us-gaap: RealEstateMember 2024-12-31 0001588272 cik0001588272:LlcInterestsMember us-gaap: RealEstateMember 2024-12-31 0001588272 us-gaap: FairValueInputsLevel1Member us-gaap: PreferredStockMember us-gaap: HealthCareMember 2024-12-31 0001588272 us-gaap: FairValueInputsLevel2Member us-gaap: PreferredStockMember us-gaap: HealthCareMember 2024-12-31 0001588272 us-gaap: FairValueInputsLevel3Member us-gaap: PreferredStockMember us-gaap: HealthCareMember 2024-12-31 0001588272 us-gaap: PreferredStockMember us-gaap: HealthCareMember 2024-12-31 0001588272 us-gaap: FairValueInputsLevel1Member cik0001588272:CorporateBondsMember cik0001588272:MediaAndTelecommunicationsMember 2024-12-31 0001588272 us-gaap: FairValueInputsLevel1Member cik0001588272:LlcInterestsMember us-gaap: RealEstateMember 2024-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:CorporateBondsMember cik0001588272:MediaAndTelecommunicationsMember 2024-12-31 0001588272 cik0001588272:CorporateBondsMember cik0001588272:MediaAndTelecommunicationsMember 2024-12-31 0001588272 us-gaap: FairValueInputsLevel1Member us-gaap: CommonStockMember cik0001588272:ChemicalsMember 2024-12-31 0001588272 us-gaap: FairValueInputsLevel2Member us-gaap: CommonStockMember cik0001588272:ChemicalsMember 2024-12-31 0001588272 us-gaap: FairValueInputsLevel3Member us-gaap: CommonStockMember cik0001588272:ChemicalsMember 2024-12-31 0001588272 us-gaap: CommonStockMember cik0001588272:FinancialsMember 2024-12-31 0001588272 cik0001588272:SeniorSecuredLoansMember cik0001588272:ConsumerProductsMember 2024-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:SeniorSecuredLoansMember cik0001588272:ConsumerProductsMember 2024-12-31 0001588272 us-gaap: FairValueInputsLevel2Member cik0001588272:SeniorSecuredLoansMember cik0001588272:ConsumerProductsMember 2024-12-31 0001588272 us-gaap: CommonStockMember cik0001588272:EnergyMember 2024-12-31 0001588272 us-gaap: FairValueInputsLevel1Member us-gaap: PreferredStockMember cik0001588272:FinancialsMember 2024-12-31 0001588272 us-gaap: FairValueInputsLevel2Member cik0001588272:CorporateBondsMember cik0001588272:MediaAndTelecommunicationsMember 2024-12-31 0001588272 us-gaap: CommonStockMember us-gaap: RealEstateMember 2024-12-31 0001588272 us-gaap: FairValueInputsLevel1Member cik0001588272:CommonStockNavMember us-gaap: RealEstateMember 2024-12-31 0001588272 us-gaap: FairValueInputsLevel3Member us-gaap: CommonStockMember us-gaap: RealEstateMember 2024-12-31 0001588272 us-gaap: FairValueInputsLevel1Member us-gaap: CommonStockMember us-gaap: RealEstateMember 2024-12-31 0001588272 us-gaap: FairValueInputsLevel2Member us-gaap: CommonStockMember us-gaap: RealEstateMember 2024-12-31 0001588272 us-gaap: FairValueInputsLevel3Member us-gaap: CommonStockMember cik0001588272:EnergyMember 2024-12-31 0001588272 us-gaap: FairValueInputsLevel1Member 2024-12-31 0001588272 us-gaap: FairValueInputsLevel3Member 2024-12-31 0001588272 us-gaap: FairValueInputsLevel1Member cik0001588272:SeniorSecuredLoansMember us-gaap: HealthCareMember 2024-12-31 0001588272 us-gaap: FairValueInputsLevel2Member us-gaap: CommonStockMember cik0001588272:BioplasticsMember 2024-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:SeniorSecuredLoansMember us-gaap: HealthCareMember 2024-12-31 0001588272 cik0001588272:SeniorSecuredLoansMember us-gaap: HealthCareMember 2024-12-31 0001588272 us-gaap: FairValueInputsLevel1Member cik0001588272:SeniorSecuredLoansMember cik0001588272:TelecommunicationServicesMember 2024-12-31 0001588272 us-gaap: FairValueInputsLevel2Member cik0001588272:SeniorSecuredLoansMember cik0001588272:TelecommunicationServicesMember 2024-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:SeniorSecuredLoansMember cik0001588272:TelecommunicationServicesMember 2024-12-31 0001588272 cik0001588272:SeniorSecuredLoansMember cik0001588272:TelecommunicationServicesMember 2024-12-31 0001588272 us-gaap: PreferredStockMember cik0001588272:FinancialsMember 2024-12-31 0001588272 us-gaap: FairValueInputsLevel1Member us-gaap: CommonStockMember cik0001588272:TelecommunicationServicesMember 2024-12-31 0001588272 us-gaap: FairValueInputsLevel2Member us-gaap: CommonStockMember cik0001588272:TelecommunicationServicesMember 2024-12-31 0001588272 us-gaap: FairValueInputsLevel3Member us-gaap: CommonStockMember cik0001588272:TelecommunicationServicesMember 2024-12-31 0001588272 us-gaap: FairValueInputsLevel2Member us-gaap: CommonStockMember cik0001588272:FinancialsMember 2024-12-31 0001588272 us-gaap: FairValueInputsLevel3Member us-gaap: CommonStockMember cik0001588272:FinancialsMember 2024-12-31 0001588272 us-gaap: FairValueInputsLevel2Member cik0001588272:SeniorSecuredLoansMember us-gaap: HealthCareMember 2024-12-31 0001588272 us-gaap: FairValueInputsLevel2Member cik0001588272:CommonStockNavMember us-gaap: RealEstateMember 2024-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:CommonStockNavMember us-gaap: RealEstateMember 2024-12-31 0001588272 cik0001588272:CommonStockNavMember us-gaap: RealEstateMember 2024-12-31 0001588272 us-gaap: FairValueInputsLevel2Member us-gaap: PreferredStockMember cik0001588272:FinancialsMember 2024-12-31 0001588272 us-gaap: FairValueInputsLevel3Member us-gaap: PreferredStockMember cik0001588272:FinancialsMember 2024-12-31 0001588272 us-gaap: FairValueInputsLevel1Member us-gaap: CommonStockMember cik0001588272:RealEstateInvestmentTrustReitsMember 2024-12-31 0001588272 us-gaap: FairValueInputsLevel2Member us-gaap: CommonStockMember cik0001588272:RealEstateInvestmentTrustReitsMember 2024-12-31 0001588272 us-gaap: FairValueInputsLevel3Member us-gaap: CommonStockMember cik0001588272:RealEstateInvestmentTrustReitsMember 2024-12-31 0001588272 us-gaap: CommonStockMember cik0001588272:ChemicalsMember 2024-12-31 0001588272 us-gaap: FairValueInputsLevel1Member us-gaap: CommonStockMember cik0001588272:EnergyMember 2024-12-31 0001588272 us-gaap: FairValueInputsLevel2Member us-gaap: CommonStockMember cik0001588272:EnergyMember 2024-12-31 0001588272 us-gaap: CommonStockMember cik0001588272:RealEstateInvestmentTrustReitsMember 2024-12-31 0001588272 us-gaap: CommonStockMember cik0001588272:BioplasticsMember 2024-12-31 0001588272 us-gaap: FairValueInputsLevel3Member us-gaap: CommonStockMember cik0001588272:BioplasticsMember 2024-12-31 0001588272 srt: MaximumMember cik0001588272:EquityMethodInvesteeControllingInvestmentMember 2024-12-31 0001588272 srt: MinimumMember cik0001588272:EquityMethodInvesteeControllingInvestmentMember 2024-12-31 0001588272 cik0001588272:BaseRateOf3MonthSofrMember 2024-12-31 0001588272 cik0001588272:BoardOfDirectorsMember 2024-12-31 0001588272 srt: AffiliatedEntityMember 2024-12-31 0001588272 cik0001588272:RealStateMember 2024-12-31 0001588272 cik0001588272:LlcInterestsMember us-gaap: FairValueInputsLevel3Member cik0001588272:MeasurementInputEnterpriseValueMember cik0001588272:ValuationTechniqueTransactionIndicationOfValueMember 2024-12-31 0001588272 us-gaap: PreferredStockMember us-gaap: FairValueInputsLevel3Member us-gaap: MeasurementInputOptionVolatilityMember us-gaap: ValuationTechniqueOptionPricingModelMember 2024-12-31 0001588272 us-gaap: CommonStockMember us-gaap: FairValueInputsLevel3Member us-gaap: MeasurementInputDiscountRateMember us-gaap: ValuationTechniqueDiscountedCashFlowMember 2024-12-31 0001588272 cik0001588272:SeniorSecuredLoansMember us-gaap: FairValueInputsLevel3Member cik0001588272:MeasurementInputEnterpriseValueMember cik0001588272:ValuationTechniqueTransactionIndicationOfValueMember 2024-12-31 0001588272 Senior Secured Loans | Consumer Products | 8th Avenue Food & Provisions, Inc. (First Lien Term Loan) | SOFR + 375 | 4.36% | 10/1/2025 2024-12-31 0001588272 Senior Secured Loans | Healthcare | Carestream Health, Inc. (First Lien Term Loan) | SOFR + 750 | 4.33% | 9/30/2027 2024-12-31 0001588272 Senior Secured Loans | Healthcare | CCS Medical, Inc (First Lien Term Loan) | Fixed + 1600 | 0.00% | 4/7/2026 2024-12-31 0001588272 Senior Secured Loans | Healthcare | Sound Inpatient Physicians (Third Lien Term Loan) | SOFR + 675 | 4.33% | 6/28/2029 2024-12-31 0001588272 Senior Secured Loans | Telecommunication Services | MidWave Wireless, Inc. (First Lien Term Loan E) | 12% PIK | 12.00% | 12/31/2025 2024-12-31 0001588272 Senior Secured Loans | Telecommunication Services | MidWave Wireless, Inc. (First Lien Term Loan F) | 12% PIK | 12.00% | 12/31/2025 2024-12-31 0001588272 Senior Secured Loans | Telecommunication Services | MidWave Wireless, Inc. (First Lien Term Loan G) | 12% PIK | 12.00% | 12/31/2025 2024-12-31 0001588272 Senior Secured Loans | Telecommunication Services | MidWave Wireless, Inc. (First Lien Term Loan H) | 12% PIK | 12.00% | 12/31/2025 2024-12-31 0001588272 Corporate Bonds | Media/Telecommunications | iHeartCommunications, Inc. | 9.13% | 5/1/2029 2024-12-31 0001588272 Corporate Bonds | Media/Telecommunications | iHeartCommunications, Inc. | 10.88% | 5/1/2030 2024-12-31 0001588272 Senior Secured Loans 2024-12-31 0001588272 Senior Secured Loans | Telecommunication Services 2024-12-31 0001588272 Senior Secured Loans | Healthcare 2024-12-31 0001588272 Corporate Bonds 2024-12-31 0001588272 Common Stocks | Chemicals | MPM Holdings Inc. 2024-12-31 0001588272 Common Stocks | Energy | Talos Energy 2024-12-31 0001588272 Common Stocks | Financials | American Banknote Corp. 2024-12-31 0001588272 Common Stocks | Real Estate | Nexpoint Real Estate Finance Inc. 2024-12-31 0001588272 Common Stocks | Real Estate | IQHQ Inc. 2024-12-31 0001588272 Common Stocks | Real Estate Investment Trust (REIT) | NexPoint Residential Trust Inc. 2024-12-31 0001588272 Common Stocks | Telecommunication Services | MidWave Wireless, Inc. 2024-12-31 0001588272 LLC Interests | Consumer Products | US Gaming LLC 2024-12-31 0001588272 LLC Interests | Real Estate | NexPoint Capital REIT LLC 2024-12-31 0001588272 Common Stocks | Bioplastics | PlantSwitch, Inc. (Series A-2) 2024-12-31 0001588272 Common Stocks 2024-12-31 0001588272 LLC Interests 2024-12-31 0001588272 Common Stocks | Real Estate 2024-12-31 0001588272 Preferred Stocks | Healthcare | Sapience Therapeutics Inc. (Series B Preferred Shares) 2024-12-31 0001588272 Preferred Stocks | Healthcare | Sapience Therapeutics Inc. (Series B-1 Preferred Shares) 2024-12-31 0001588272 Preferred Stocks | Financials | 777 Partners LLC | 10.00% 2024-12-31 0001588272 Preferred Stocks | Financials | United Fidelity Bank FSB | 7.00% 2024-12-31 0001588272 Preferred Stocks | Healthcare | Apnimed Inc. 2024-12-31 0001588272 Preferred Stocks | Healthcare | Apnimed Inc. (Series C-2) 2024-12-31 0001588272 Warrants | Total Investments 2024-12-31 0001588272 cik0001588272:BdcSapienceHoldcoLlcMember 2024-12-31 0001588272 cik0001588272:BdcUsGamingHoldcoLlcMember 2024-12-31 0001588272 cik0001588272:BdcAbHoldcoLlcMember 2024-12-31 0001588272 Net Assets 2024-12-31 0001588272 Total Investments | Other Assets & Liabilities net 2024-12-31 0001588272 Total Investments | Cash Equivalents 2024-12-31 0001588272 Preferred Stocks 2024-12-31 0001588272 Preferred Stocks | Healthcare 2024-12-31 0001588272 Preferred Stocks | Financials 2024-12-31 0001588272 cik0001588272:LlcInterestsMember us-gaap: FairValueInputsLevel3Member cik0001588272:MeasurementInputEnterpriseValueMember srt: MinimumMember cik0001588272:ValuationTechniqueTransactionIndicationOfValueMember 2024-12-31 0001588272 cik0001588272:LlcInterestsMember us-gaap: FairValueInputsLevel3Member cik0001588272:MeasurementInputEnterpriseValueMember srt: MaximumMember cik0001588272:ValuationTechniqueTransactionIndicationOfValueMember 2024-12-31 0001588272 cik0001588272:LlcInterestsMember us-gaap: FairValueInputsLevel3Member cik0001588272:MeasurementInputEnterpriseValueMember srt: WeightedAverageMember cik0001588272:ValuationTechniqueTransactionIndicationOfValueMember 2024-12-31 0001588272 us-gaap: PreferredStockMember us-gaap: FairValueInputsLevel3Member us-gaap: MeasurementInputOptionVolatilityMember srt: MinimumMember us-gaap: ValuationTechniqueOptionPricingModelMember 2024-12-31 0001588272 us-gaap: PreferredStockMember us-gaap: FairValueInputsLevel3Member us-gaap: MeasurementInputOptionVolatilityMember srt: MaximumMember us-gaap: ValuationTechniqueOptionPricingModelMember 2024-12-31 0001588272 cik0001588272:SeniorSecuredLoansMember us-gaap: FairValueInputsLevel3Member cik0001588272:MeasurementInputEnterpriseValueMember srt: WeightedAverageMember cik0001588272:ValuationTechniqueTransactionIndicationOfValueMember 2024-12-31 0001588272 cik0001588272:SeniorSecuredLoansMember us-gaap: FairValueInputsLevel3Member cik0001588272:MeasurementInputPricePerShareMember cik0001588272:ValuationTechniqueTransactionIndicationOfValueMember 2024-12-31 0001588272 cik0001588272:SeniorSecuredLoansMember us-gaap: FairValueInputsLevel3Member us-gaap: MeasurementInputDiscountRateMember srt: MinimumMember us-gaap: ValuationTechniqueDiscountedCashFlowMember 2024-12-31 0001588272 cik0001588272:SeniorSecuredLoansMember us-gaap: FairValueInputsLevel3Member us-gaap: MeasurementInputDiscountRateMember srt: MaximumMember us-gaap: ValuationTechniqueDiscountedCashFlowMember 2024-12-31 0001588272 cik0001588272:SeniorSecuredLoansMember us-gaap: FairValueInputsLevel3Member us-gaap: MeasurementInputDiscountRateMember srt: WeightedAverageMember us-gaap: ValuationTechniqueDiscountedCashFlowMember 2024-12-31 0001588272 us-gaap: CommonStockMember us-gaap: FairValueInputsLevel3Member us-gaap: MeasurementInputEbitdaMultipleMember srt: WeightedAverageMember cik0001588272:ValuationTechniqueMultipleAnalysisMember 2024-12-31 0001588272 us-gaap: CommonStockMember us-gaap: FairValueInputsLevel3Member cik0001588272:MeasurementInputUnadjustedPriceMember srt: MinimumMember 2024-12-31 0001588272 us-gaap: CommonStockMember us-gaap: FairValueInputsLevel3Member cik0001588272:MeasurementInputUnadjustedPriceMember srt: MaximumMember 2024-12-31 0001588272 us-gaap: CommonStockMember us-gaap: FairValueInputsLevel3Member cik0001588272:MeasurementInputUnadjustedPriceMember srt: WeightedAverageMember 2024-12-31 0001588272 cik0001588272:SeniorSecuredLoansMember us-gaap: FairValueInputsLevel3Member cik0001588272:MeasurementInputEnterpriseValueMember srt: MinimumMember cik0001588272:ValuationTechniqueTransactionIndicationOfValueMember 2024-12-31 0001588272 cik0001588272:SeniorSecuredLoansMember us-gaap: FairValueInputsLevel3Member cik0001588272:MeasurementInputEnterpriseValueMember srt: MaximumMember cik0001588272:ValuationTechniqueTransactionIndicationOfValueMember 2024-12-31 0001588272 us-gaap: PreferredStockMember us-gaap: FairValueInputsLevel3Member cik0001588272:MeasurementInputPricePerShareMember srt: WeightedAverageMember cik0001588272:ValuationTechniqueIndicativeBrokerQuoteMember 2024-12-31 0001588272 us-gaap: CommonStockMember us-gaap: FairValueInputsLevel3Member us-gaap: MeasurementInputDiscountRateMember srt: MinimumMember us-gaap: ValuationTechniqueDiscountedCashFlowMember 2024-12-31 0001588272 us-gaap: CommonStockMember us-gaap: FairValueInputsLevel3Member us-gaap: MeasurementInputDiscountRateMember srt: MaximumMember us-gaap: ValuationTechniqueDiscountedCashFlowMember 2024-12-31 0001588272 us-gaap: CommonStockMember us-gaap: FairValueInputsLevel3Member us-gaap: MeasurementInputDiscountRateMember srt: WeightedAverageMember us-gaap: ValuationTechniqueDiscountedCashFlowMember 2024-12-31 0001588272 us-gaap: CommonStockMember us-gaap: FairValueInputsLevel3Member us-gaap: MeasurementInputEbitdaMultipleMember srt: MinimumMember cik0001588272:ValuationTechniqueMultipleAnalysisMember 2024-12-31 0001588272 us-gaap: CommonStockMember us-gaap: FairValueInputsLevel3Member us-gaap: MeasurementInputEbitdaMultipleMember srt: MaximumMember cik0001588272:ValuationTechniqueMultipleAnalysisMember 2024-12-31 0001588272 us-gaap: PreferredStockMember us-gaap: FairValueInputsLevel3Member us-gaap: MeasurementInputOptionVolatilityMember srt: WeightedAverageMember us-gaap: ValuationTechniqueOptionPricingModelMember 2024-12-31 0001588272 us-gaap: PreferredStockMember us-gaap: FairValueInputsLevel3Member cik0001588272:MeasurementInputEnterpriseValueMember srt: MinimumMember cik0001588272:ValuationTechniqueTransactionIndicationOfValueMember 2024-12-31 0001588272 us-gaap: PreferredStockMember us-gaap: FairValueInputsLevel3Member cik0001588272:MeasurementInputEnterpriseValueMember srt: MaximumMember cik0001588272:ValuationTechniqueTransactionIndicationOfValueMember 2024-12-31 0001588272 us-gaap: PreferredStockMember us-gaap: FairValueInputsLevel3Member cik0001588272:MeasurementInputEnterpriseValueMember srt: WeightedAverageMember cik0001588272:ValuationTechniqueTransactionIndicationOfValueMember 2024-12-31 0001588272 us-gaap: PreferredStockMember us-gaap: FairValueInputsLevel3Member cik0001588272:MeasurementInputPricePerShareMember srt: MinimumMember cik0001588272:ValuationTechniqueIndicativeBrokerQuoteMember 2024-12-31 0001588272 us-gaap: PreferredStockMember us-gaap: FairValueInputsLevel3Member cik0001588272:MeasurementInputPricePerShareMember srt: MaximumMember cik0001588272:ValuationTechniqueIndicativeBrokerQuoteMember 2024-12-31 0001588272 cik0001588272:AdviserMember 2024-12-31 0001588272 cik0001588272:NonControlledOrNonAffiliatedInvestmentsMember 2023-01-01 2023-12-31 0001588272 cik0001588272:AffiliatedInvestmentsMember 2023-01-01 2023-12-31 0001588272 us-gaap: RetainedEarningsMember 2023-01-01 2023-12-31 0001588272 us-gaap: CommonStockMember 2023-01-01 2023-12-31 0001588272 us-gaap: AdditionalPaidInCapitalMember 2023-01-01 2023-12-31 0001588272 cik0001588272:AdviserMember 2023-01-01 2023-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:MidwaveWirelessInc. FkaTerrestarCorp. Member cik0001588272:SeniorSecuredLoansMember cik0001588272:SeniorSecuredLoansOneMember 2023-01-01 2023-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:MidwaveWirelessInc. FkaTerrestarCorp. Member cik0001588272:SeniorSecuredLoansMember cik0001588272:SeniorSecuredLoansTwoMember 2023-01-01 2023-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:NexpointCapitalReitLlcMember cik0001588272:LlcInterestsMember cik0001588272:LlcInterestsOneMember 2023-01-01 2023-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:SfrWlifThreeLlcMember cik0001588272:LlcInterestsMember cik0001588272:LlcInterestsOneMember 2023-01-01 2023-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:UsGamingLlcMember cik0001588272:LlcInterestsMember cik0001588272:LlcInterestsOneMember 2023-01-01 2023-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:MidwaveWirelessInc. FkaTerrestarCorp. Member cik0001588272:SeniorSecuredLoansMember cik0001588272:SeniorSecuredLoansThreeMember 2023-01-01 2023-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:SapienceTherapauticsIncMember us-gaap: PreferredStockMember us-gaap: SeriesBPreferredStockMember 2023-01-01 2023-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:GraysonInvestorCorpMember us-gaap: AssetBackedSecuritiesMember cik0001588272:AssetBackedSecuritiesOneMember 2023-01-01 2023-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:AmericanBanknoteCorpMember us-gaap: CommonStockMember cik0001588272:CommonStockOneMember 2023-01-01 2023-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:IqhqMember us-gaap: CommonStockMember cik0001588272:CommonStockOneMember 2023-01-01 2023-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:MpmHoldingsIncMember us-gaap: CommonStockMember cik0001588272:CommonStockOneMember 2023-01-01 2023-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:MidwaveWirelessInc. FkaTerrestarCorp. Member us-gaap: CommonStockMember cik0001588272:CommonStockOneMember 2023-01-01 2023-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:PlantswitchInc. Member cik0001588272:SeniorSecuredLoansMember 2023-01-01 2023-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:AprimedIncMember us-gaap: PreferredStockMember cik0001588272:PreferredStocksOneMember 2023-01-01 2023-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:SapienceTherapauticsIncMember us-gaap: PreferredStockMember cik0001588272:SeriesBOnePreferredStockMember 2023-01-01 2023-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:CcsMedicalIncMember cik0001588272:SeniorSecuredLoansMember cik0001588272:SeniorSecuredLoansOneMember 2023-01-01 2023-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:AprimedIncMember us-gaap: PreferredStockMember cik0001588272:SeriesCTwoPreferredStockMember 2023-01-01 2023-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:MidwaveWirelessInc. FkaTerrestarCorp. Member cik0001588272:SeniorSecuredLoansMember cik0001588272:SeniorSecuredLoansFourMember 2023-01-01 2023-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:NexpointCapitalReitLlcMember cik0001588272:SeniorSecuredLoansMember 2023-01-01 2023-12-31 0001588272 us-gaap: InvestmentsMember cik0001588272:SeniorSecuredLoansMember us-gaap: HealthCareMember 2023-01-01 2023-12-31 0001588272 us-gaap: InvestmentsMember us-gaap: CommonStockMember cik0001588272:ChemicalsMember 2023-01-01 2023-12-31 0001588272 us-gaap: InvestmentsMember cik0001588272:AssetBackedSecuritiesOneMember cik0001588272:FinancialsMember 2023-01-01 2023-12-31 0001588272 us-gaap: InvestmentsMember us-gaap: CommonStockMember us-gaap: RealEstateMember 2023-01-01 2023-12-31 0001588272 us-gaap: InvestmentsMember us-gaap: CommonStockMember cik0001588272:TelecommunicationServicesMember 2023-01-01 2023-12-31 0001588272 us-gaap: InvestmentsMember cik0001588272:LlcInterestsMember cik0001588272:ConsumerProductsMember 2023-01-01 2023-12-31 0001588272 us-gaap: InvestmentsMember 2023-01-01 2023-12-31 0001588272 us-gaap: InvestmentsMember cik0001588272:LlcInterestsMember us-gaap: RealEstateMember 2023-01-01 2023-12-31 0001588272 us-gaap: InvestmentsMember cik0001588272:SeniorSecuredLoansMember cik0001588272:BioplasticsMember 2023-01-01 2023-12-31 0001588272 us-gaap: InvestmentsMember cik0001588272:SeniorSecuredLoansMember us-gaap: RealEstateMember 2023-01-01 2023-12-31 0001588272 us-gaap: InvestmentsMember us-gaap: CommonStockMember us-gaap: ServiceMember 2023-01-01 2023-12-31 0001588272 us-gaap: InvestmentsMember cik0001588272:SeniorSecuredLoansMember cik0001588272:TelecommunicationServicesMember 2023-01-01 2023-12-31 0001588272 us-gaap: InvestmentsMember us-gaap: PreferredStockMember us-gaap: HealthCareMember 2023-01-01 2023-12-31 0001588272 us-gaap: InvestmentsMember us-gaap: CommonStockMember cik0001588272:FinancialsMember 2023-01-01 2023-12-31 0001588272 us-gaap: CommonStockMember us-gaap: FairValueInputsLevel3Member cik0001588272:MeasurementInputEnterpriseValueMember cik0001588272:ValuationTechniqueTransactionIndicationOfValueMember 2023-01-01 2023-12-31 0001588272 us-gaap: CommonStockMember us-gaap: FairValueInputsLevel3Member cik0001588272:ValuationTechniqueLiquidationAnalysisMember 2023-01-01 2023-12-31 0001588272 cik0001588272:SeniorSecuredLoansMember us-gaap: FairValueInputsLevel3Member us-gaap: MeasurementInputDiscountRateMember us-gaap: ValuationTechniqueDiscountedCashFlowMember 2023-01-01 2023-12-31 0001588272 cik0001588272:SeniorSecuredLoansMember us-gaap: FairValueInputsLevel3Member cik0001588272:MeasurementInputCostPriceMember cik0001588272:ValuationTechniqueTransactionIndicationOfValueMember 2023-01-01 2023-12-31 0001588272 us-gaap: AssetBackedSecuritiesMember us-gaap: FairValueInputsLevel3Member cik0001588272:ValuationTechniqueNetAssetValueMember 2023-01-01 2023-12-31 0001588272 cik0001588272:LlcInterestsMember us-gaap: FairValueInputsLevel3Member us-gaap: MeasurementInputDiscountRateMember us-gaap: ValuationTechniqueDiscountedCashFlowMember 2023-01-01 2023-12-31 0001588272 cik0001588272:LlcInterestsMember us-gaap: FairValueInputsLevel3Member us-gaap: MeasurementInputEbitdaMultipleMember cik0001588272:ValuationTechniqueMultipleAnalysisMember 2023-01-01 2023-12-31 0001588272 us-gaap: PreferredStockMember us-gaap: FairValueInputsLevel3Member us-gaap: MeasurementInputOptionVolatilityMember us-gaap: ValuationTechniqueOptionPricingModelMember 2023-01-01 2023-12-31 0001588272 us-gaap: PreferredStockMember us-gaap: FairValueInputsLevel3Member cik0001588272:MeasurementInputEnterpriseValueMember cik0001588272:ValuationTechniqueTransactionIndicationOfValueMember 2023-01-01 2023-12-31 0001588272 us-gaap: CommonStockMember us-gaap: FairValueInputsLevel3Member us-gaap: MeasurementInputDiscountRateMember us-gaap: ValuationTechniqueDiscountedCashFlowMember 2023-01-01 2023-12-31 0001588272 us-gaap: CommonStockMember us-gaap: FairValueInputsLevel3Member us-gaap: MeasurementInputEbitdaMultipleMember cik0001588272:ValuationTechniqueMultipleAnalysisMember 2023-01-01 2023-12-31 0001588272 us-gaap: CommonStockMember us-gaap: FairValueInputsLevel3Member cik0001588272:MeasurementInputUnadjustedPriceMember cik0001588272:ValuationTechniqueMultipleAnalysisMember 2023-01-01 2023-12-31 0001588272 Preferred Stocks | Financials | 777 Partners LLC | 10.00% 2023-01-01 2023-12-31 0001588272 Preferred Stocks | Financials | United Fidelity Bank FSB | 7.00% 2023-01-01 2023-12-31 0001588272 Preferred Stocks | Healthcare | Apnimed Inc. | 8.00% 2023-01-01 2023-12-31 0001588272 Preferred Stocks | Healthcare | Apnimed Inc. (Series C-2) | 8.00% 2023-01-01 2023-12-31 0001588272 Preferred Stocks | Healthcare | Sapience Therapeutics Inc. (Series B Preferred Shares) | 8.00% 2023-01-01 2023-12-31 0001588272 Preferred Stocks | Healthcare | Sapience Therapeutics Inc. (Series B-1 Preferred Shares) | 8.00% 2023-01-01 2023-12-31 0001588272 cik0001588272:AffiliatedInvestmentsMember 2022-01-01 2022-12-31 0001588272 cik0001588272:NonControlledOrNonAffiliatedInvestmentsMember 2022-01-01 2022-12-31 0001588272 us-gaap: RetainedEarningsMember 2022-01-01 2022-12-31 0001588272 us-gaap: CommonStockMember 2022-01-01 2022-12-31 0001588272 us-gaap: AdditionalPaidInCapitalMember 2022-01-01 2022-12-31 0001588272 cik0001588272:AdviserMember 2022-01-01 2022-12-31 0001588272 cik0001588272:AffiliatedInvestmentsMember 2024-01-01 2024-12-31 0001588272 cik0001588272:NonControlledOrNonAffiliatedInvestmentsMember 2024-01-01 2024-12-31 0001588272 cik0001588272:NextPointAdvisorsL.pMember 2024-01-01 2024-12-31 0001588272 cik0001588272:LibertyCloHoldcoLtdMember 2024-01-01 2024-12-31 0001588272 cik0001588272:NexpointRealEstateFinanceInc. Member 2024-01-01 2024-12-31 0001588272 cik0001588272:NexpointCapitalReitLlcSeniorLoansMember 2024-01-01 2024-12-31 0001588272 cik0001588272:NexpointCapitalReitLlcLlcInterestsMember 2024-01-01 2024-12-31 0001588272 cik0001588272:NexpointResidentialTrustInc. Member 2024-01-01 2024-12-31 0001588272 cik0001588272:SfrWlifIiiLlcMember 2024-01-01 2024-12-31 0001588272 us-gaap: RetainedEarningsMember 2024-01-01 2024-12-31 0001588272 us-gaap: CommonStockMember 2024-01-01 2024-12-31 0001588272 us-gaap: AdditionalPaidInCapitalMember 2024-01-01 2024-12-31 0001588272 cik0001588272:AdviserMember 2024-01-01 2024-12-31 0001588272 cik0001588272:ExpenseLimitationAgreementMember 2024-01-01 2024-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:MidwaveWirelessIncMember us-gaap: CommonStockMember cik0001588272:CommonStockOneMember 2024-01-01 2024-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:NexpointCapitalReitLlcMember cik0001588272:LlcInterestsMember cik0001588272:LlcInterestsOneMember 2024-01-01 2024-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:MidwaveWirelessIncMember cik0001588272:SeniorSecuredLoansMember cik0001588272:SeniorSecuredLoansTwoMember 2024-01-01 2024-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:MidwaveWirelessIncMember cik0001588272:SeniorSecuredLoansMember cik0001588272:SeniorSecuredLoansThreeMember 2024-01-01 2024-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:MidwaveWirelessIncMember cik0001588272:SeniorSecuredLoansMember cik0001588272:SeniorSecuredLoansFourMember 2024-01-01 2024-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:UsGamingLlcMember cik0001588272:LlcInterestsMember cik0001588272:LlcInterestsOneMember 2024-01-01 2024-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:AmericanBanknoteCorpMember us-gaap: CommonStockMember cik0001588272:CommonStockOneMember 2024-01-01 2024-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:AprimedIncMember us-gaap: PreferredStockMember cik0001588272:PreferredStocksOneMember 2024-01-01 2024-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:AprimedIncMember us-gaap: PreferredStockMember cik0001588272:PreferredStocksTwoMember 2024-01-01 2024-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:SapienceTherapauticsIncMember us-gaap: PreferredStockMember cik0001588272:PreferredStocksOneMember 2024-01-01 2024-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:SapienceTherapauticsIncMember us-gaap: PreferredStockMember cik0001588272:PreferredStocksTwoMember 2024-01-01 2024-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:CcsMedicalIncMember cik0001588272:SeniorSecuredLoansMember cik0001588272:SeniorSecuredLoansOneMember 2024-01-01 2024-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:MidwaveWirelessIncMember cik0001588272:SeniorSecuredLoansMember cik0001588272:SeniorSecuredLoansOneMember 2024-01-01 2024-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:PlantswitchInc. Member us-gaap: CommonStockMember cik0001588272:CommonStockOneMember 2024-01-01 2024-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:SevenSevenSevenPartnersLlcMember us-gaap: PreferredStockMember cik0001588272:PreferredStocksOneMember 2024-01-01 2024-12-31 0001588272 us-gaap: FairValueInputsLevel3Member cik0001588272:UnitedFidelityBankFsbMember us-gaap: PreferredStockMember cik0001588272:PreferredStocksOneMember 2024-01-01 2024-12-31 0001588272 cik0001588272:InvestmentsByIndustryMember 2024-01-01 2024-12-31 0001588272 cik0001588272:TypeOfInvestmentDebtOrEquityMember 2024-01-01 2024-12-31 0001588272 cik0001588272:InvestmentsByGeographyMember 2024-01-01 2024-12-31 0001588272 us-gaap: InvestmentsMember us-gaap: PreferredStockMember cik0001588272:FinancialsMember 2024-01-01 2024-12-31 0001588272 us-gaap: InvestmentsMember cik0001588272:SeniorSecuredLoansMember us-gaap: RealEstateMember 2024-01-01 2024-12-31 0001588272 us-gaap: InvestmentsMember 2024-01-01 2024-12-31 0001588272 us-gaap: InvestmentsMember cik0001588272:LlcInterestsMember us-gaap: RealEstateMember 2024-01-01 2024-12-31 0001588272 us-gaap: InvestmentsMember cik0001588272:SeniorSecuredLoansMember cik0001588272:BioplasticsMember 2024-01-01 2024-12-31 0001588272 us-gaap: InvestmentsMember cik0001588272:SeniorSecuredLoansMember us-gaap: HealthCareMember 2024-01-01 2024-12-31 0001588272 us-gaap: InvestmentsMember us-gaap: CommonStockMember cik0001588272:ChemicalsMember 2024-01-01 2024-12-31 0001588272 us-gaap: InvestmentsMember cik0001588272:AssetBackedSecuritiesOneMember cik0001588272:FinancialsMember 2024-01-01 2024-12-31 0001588272 us-gaap: InvestmentsMember cik0001588272:SeniorSecuredLoansMember cik0001588272:TelecommunicationServicesMember 2024-01-01 2024-12-31 0001588272 us-gaap: InvestmentsMember us-gaap: PreferredStockMember us-gaap: HealthCareMember 2024-01-01 2024-12-31 0001588272 us-gaap: InvestmentsMember us-gaap: CommonStockMember cik0001588272:FinancialsMember 2024-01-01 2024-12-31 0001588272 us-gaap: InvestmentsMember us-gaap: CommonStockMember us-gaap: RealEstateMember 2024-01-01 2024-12-31 0001588272 us-gaap: InvestmentsMember us-gaap: CommonStockMember cik0001588272:TelecommunicationServicesMember 2024-01-01 2024-12-31 0001588272 us-gaap: InvestmentsMember cik0001588272:LlcInterestsMember cik0001588272:ConsumerProductsMember 2024-01-01 2024-12-31 0001588272 us-gaap: InvestmentsMember us-gaap: CommonStockMember cik0001588272:BioplasticsMember 2024-01-01 2024-12-31 0001588272 cik0001588272:LlcInterestsMember us-gaap: FairValueInputsLevel3Member cik0001588272:MeasurementInputEnterpriseValueMember cik0001588272:ValuationTechniqueTransactionIndicationOfValueMember 2024-01-01 2024-12-31 0001588272 us-gaap: PreferredStockMember us-gaap: FairValueInputsLevel3Member us-gaap: MeasurementInputOptionVolatilityMember us-gaap: ValuationTechniqueOptionPricingModelMember 2024-01-01 2024-12-31 0001588272 us-gaap: PreferredStockMember us-gaap: FairValueInputsLevel3Member cik0001588272:MeasurementInputEnterpriseValueMember cik0001588272:ValuationTechniqueTransactionIndicationOfValueMember 2024-01-01 2024-12-31 0001588272 us-gaap: PreferredStockMember us-gaap: FairValueInputsLevel3Member cik0001588272:MeasurementInputPricePerShareMember cik0001588272:ValuationTechniqueIndicativeBrokerQuoteMember 2024-01-01 2024-12-31 0001588272 us-gaap: CommonStockMember us-gaap: FairValueInputsLevel3Member us-gaap: MeasurementInputDiscountRateMember us-gaap: ValuationTechniqueDiscountedCashFlowMember 2024-01-01 2024-12-31 0001588272 us-gaap: CommonStockMember us-gaap: FairValueInputsLevel3Member us-gaap: MeasurementInputEbitdaMultipleMember cik0001588272:ValuationTechniqueMultipleAnalysisMember 2024-01-01 2024-12-31 0001588272 cik0001588272:SeniorSecuredLoansMember us-gaap: FairValueInputsLevel3Member cik0001588272:MeasurementInputEnterpriseValueMember cik0001588272:ValuationTechniqueTransactionIndicationOfValueMember 2024-01-01 2024-12-31 0001588272 cik0001588272:SeniorSecuredLoansMember us-gaap: FairValueInputsLevel3Member cik0001588272:MeasurementInputPricePerShareMember cik0001588272:ValuationTechniqueTransactionIndicationOfValueMember 2024-01-01 2024-12-31 0001588272 cik0001588272:SeniorSecuredLoansMember us-gaap: FairValueInputsLevel3Member us-gaap: MeasurementInputDiscountRateMember us-gaap: ValuationTechniqueDiscountedCashFlowMember 2024-01-01 2024-12-31 0001588272 us-gaap: CommonStockMember us-gaap: FairValueInputsLevel3Member cik0001588272:MeasurementInputUnadjustedPriceMember 2024-01-01 2024-12-31 0001588272 cik0001588272:RisksRelatingToOurBusinessAndStructureMember 2024-01-01 2024-12-31 0001588272 cik0001588272:RisksRelatedToOurInvestmentsMember 2024-01-01 2024-12-31 0001588272 cik0001588272:CommonShareMember 2024-01-01 2024-12-31 0001588272 cik0001588272:PreferredShareMember 2024-01-01 2024-12-31 0001588272 Preferred Stocks | Financials | 777 Partners LLC | 10.00% 2024-01-01 2024-12-31 0001588272 Preferred Stocks | Financials | United Fidelity Bank FSB | 7.00% 2024-01-01 2024-12-31 0001588272 cik0001588272:BdcSapienceHoldcoLlcMember 2024-01-01 2024-12-31 0001588272 cik0001588272:LibertyCloHoldcoLtdMember 2023-07-21 2023-07-21 0001588272 cik0001588272:LibertyCloHoldcoLtdMember 2023-07-21 0001588272 cik0001588272:ThirdQuarterTenderOfferMember 2024-09-30 0001588272 cik0001588272:SeptemberThirtyTwoThousandAndTwentySevenMember 2024-09-30 0001588272 cik0001588272:MarchThirtyFirstTwoThousandAndTwentySixMember 2023-03-31 2023-03-31 0001588272 cik0001588272:MarchThirtyFirstTwoThousandAndTwentySixMember 2023-03-31 0001588272 cik0001588272:JuneThirtyTwoThousandAndTwentySixMember 2023-06-30 2023-06-30 0001588272 cik0001588272:JuneThirtyTwoThousandAndTwentySixMember 2023-06-30 0001588272 cik0001588272:SeptemberThirtyTwoThousandAndTwentySixMember 2023-09-30 2023-09-30 0001588272 cik0001588272:SeptemberThirtyTwoThousandAndTwentySixMember 2023-09-30 0001588272 cik0001588272:DecemberThirtyFirstTwoThousandAndTwentySixMember 2023-12-31 2023-12-31 0001588272 cik0001588272:MarchThirtyFirstTwoThousandAndTwentyFiveMember 2022-03-31 2022-03-31 0001588272 cik0001588272:MarchThirtyFirstTwoThousandAndTwentyFiveMember 2022-03-31 0001588272 cik0001588272:JuneThirtyTwoThousandAndTwentyFiveMember 2022-06-30 2022-06-30 0001588272 cik0001588272:JuneThirtyTwoThousandAndTwentyFiveMember 2022-06-30 0001588272 cik0001588272:SeptemberThirtyTwoThousandAndTwentyFiveMember 2022-09-30 2022-09-30 0001588272 cik0001588272:SeptemberThirtyTwoThousandAndTwentyFiveMember 2022-09-30 0001588272 cik0001588272:DecemberThirtyFirstTwoThousandAndTwentyFiveMember 2022-12-31 2022-12-31 0001588272 cik0001588272:DecemberThirtyFirstTwoThousandAndTwentyFiveMember 2022-12-31 0001588272 cik0001588272:SecondQuarterTenderOfferMember 2024-06-30 0001588272 cik0001588272:JuneThirtyTwoThousandAndTwentySevenMember 2024-06-30 0001588272 cik0001588272:FirstQuarterTenderOfferMember 2024-03-31 0001588272 cik0001588272:MarchThirtyFirstTwoThousandAndTwentySevenMember 2024-03-31 0001588272 cik0001588272:DecemberThirtyFirstTwoThousandAndTwentySevenMember 2024-12-31 2024-12-31 0001588272 cik0001588272:SeptemberThirtyTwoThousandAndTwentySevenMember 2024-09-30 2024-09-30 0001588272 cik0001588272:JuneThirtyTwoThousandAndTwentySevenMember 2024-06-30 2024-06-30 0001588272 cik0001588272:MarchThirtyFirstTwoThousandAndTwentySevenMember 2024-03-31 2024-03-31 0001588272 cik0001588272:FirstQuarterTenderOfferMember 2024-01-01 2024-03-31 0001588272 cik0001588272:SecondQuarterTenderOfferMember 2024-04-01 2024-06-30 0001588272 cik0001588272:ThirdQuarterTenderOfferMember 2024-07-01 2024-09-30 0001588272 cik0001588272:FourthQuarterTenderOfferMember 2024-07-01 2024-09-30 0001588272 cik0001588272:FourthQuarterTenderOfferMember 2024-10-01 2024-12-31 0001588272 us-gaap: SubsequentEventMember 2025-02-21 0001588272 us-gaap: SubsequentEventMember 2025-03-24 2025-03-24 0001588272 us-gaap: AdditionalPaidInCapitalMember 2022-12-31 0001588272 us-gaap: CommonStockMember 2022-12-31 0001588272 us-gaap: RetainedEarningsMember 2022-12-31 0001588272 us-gaap: InvestmentsMember cik0001588272:LlcInterestsMember us-gaap: RealEstateMember 2022-12-31 0001588272 us-gaap: InvestmentsMember cik0001588272:LlcInterestsMember cik0001588272:ConsumerProductsMember 2022-12-31 0001588272 us-gaap: InvestmentsMember us-gaap: CommonStockMember us-gaap: ServiceMember 2022-12-31 0001588272 us-gaap: InvestmentsMember cik0001588272:SeniorSecuredLoansMember us-gaap: RealEstateMember 2022-12-31 0001588272 us-gaap: InvestmentsMember us-gaap: PreferredStockMember us-gaap: HealthCareMember 2022-12-31 0001588272 us-gaap: InvestmentsMember us-gaap: CommonStockMember cik0001588272:FinancialsMember 2022-12-31 0001588272 us-gaap: InvestmentsMember cik0001588272:AssetBackedSecuritiesOneMember cik0001588272:FinancialsMember 2022-12-31 0001588272 us-gaap: InvestmentsMember us-gaap: CommonStockMember us-gaap: RealEstateMember 2022-12-31 0001588272 us-gaap: InvestmentsMember us-gaap: CommonStockMember cik0001588272:TelecommunicationServicesMember 2022-12-31 0001588272 us-gaap: InvestmentsMember 2022-12-31 0001588272 us-gaap: InvestmentsMember cik0001588272:SeniorSecuredLoansMember us-gaap: HealthCareMember 2022-12-31 0001588272 us-gaap: InvestmentsMember us-gaap: CommonStockMember cik0001588272:ChemicalsMember 2022-12-31 0001588272 us-gaap: InvestmentsMember cik0001588272:SeniorSecuredLoansMember cik0001588272:BioplasticsMember 2022-12-31 0001588272 us-gaap: InvestmentsMember cik0001588272:SeniorSecuredLoansMember cik0001588272:TelecommunicationServicesMember 2022-12-31 0001588272 us-gaap: InvestmentsMember us-gaap: CommonStockMember us-gaap: RealEstateMember 2023-12-31 0001588272 us-gaap: InvestmentsMember us-gaap: CommonStockMember cik0001588272:TelecommunicationServicesMember 2023-12-31 0001588272 us-gaap: InvestmentsMember cik0001588272:LlcInterestsMember cik0001588272:ConsumerProductsMember 2023-12-31 0001588272 us-gaap: InvestmentsMember cik0001588272:LlcInterestsMember us-gaap: RealEstateMember 2023-12-31 0001588272 us-gaap: InvestmentsMember us-gaap: PreferredStockMember us-gaap: HealthCareMember 2023-12-31 0001588272 us-gaap: InvestmentsMember 2023-12-31 0001588272 us-gaap: InvestmentsMember cik0001588272:SeniorSecuredLoansMember us-gaap: RealEstateMember 2023-12-31 0001588272 us-gaap: InvestmentsMember us-gaap: CommonStockMember us-gaap: ServiceMember 2023-12-31 0001588272 us-gaap: InvestmentsMember cik0001588272:SeniorSecuredLoansMember cik0001588272:TelecommunicationServicesMember 2023-12-31 0001588272 us-gaap: InvestmentsMember cik0001588272:AssetBackedSecuritiesOneMember cik0001588272:FinancialsMember 2023-12-31 0001588272 us-gaap: InvestmentsMember us-gaap: CommonStockMember cik0001588272:ChemicalsMember 2023-12-31 0001588272 us-gaap: InvestmentsMember us-gaap: CommonStockMember cik0001588272:FinancialsMember 2023-12-31 0001588272 us-gaap: InvestmentsMember cik0001588272:SeniorSecuredLoansMember cik0001588272:BioplasticsMember 2023-12-31 0001588272 us-gaap: InvestmentsMember cik0001588272:SeniorSecuredLoansMember us-gaap: HealthCareMember 2023-12-31 0001588272 us-gaap: CommonStockMember 2023-12-31 0001588272 us-gaap: AdditionalPaidInCapitalMember 2023-12-31 0001588272 us-gaap: RetainedEarningsMember 2023-12-31 0001588272 us-gaap: RetainedEarningsMember 2021-12-31 0001588272 us-gaap: AdditionalPaidInCapitalMember 2021-12-31 0001588272 us-gaap: CommonStockMember 2021-12-31 0001588272 cik0001588272:NexpointCapitalReitLlcLlcInterestsMember 2023-12-31 0001588272 cik0001588272:NexpointResidentialTrustInc. Member 2023-12-31 0001588272 cik0001588272:NexpointRealEstateFinanceInc. Member 2023-12-31 0001588272 cik0001588272:SfrWlifIiiLlcMember 2023-12-31 0001588272 cik0001588272:NexpointCapitalReitLlcSeniorLoansMember 2023-12-31 0001588272 cik0001588272:NexpointCapitalReitLlcSeniorLoansMember 2024-12-31 0001588272 cik0001588272:SfrWlifIiiLlcMember 2024-12-31 0001588272 cik0001588272:NexpointRealEstateFinanceInc. Member 2024-12-31 0001588272 cik0001588272:NexpointResidentialTrustInc. Member 2024-12-31 0001588272 cik0001588272:NexpointCapitalReitLlcLlcInterestsMember 2024-12-31 0001588272 us-gaap: InvestmentsMember us-gaap: CommonStockMember cik0001588272:BioplasticsMember 2023-12-31 0001588272 us-gaap: InvestmentsMember us-gaap: PreferredStockMember cik0001588272:FinancialsMember 2023-12-31 0001588272 us-gaap: InvestmentsMember cik0001588272:LlcInterestsMember cik0001588272:ConsumerProductsMember 2024-12-31 0001588272 us-gaap: InvestmentsMember cik0001588272:LlcInterestsMember us-gaap: RealEstateMember 2024-12-31 0001588272 us-gaap: InvestmentsMember us-gaap: PreferredStockMember us-gaap: HealthCareMember 2024-12-31 0001588272 us-gaap: InvestmentsMember 2024-12-31 0001588272 us-gaap: InvestmentsMember cik0001588272:SeniorSecuredLoansMember cik0001588272:TelecommunicationServicesMember 2024-12-31 0001588272 us-gaap: InvestmentsMember cik0001588272:AssetBackedSecuritiesOneMember cik0001588272:FinancialsMember 2024-12-31 0001588272 us-gaap: InvestmentsMember us-gaap: CommonStockMember cik0001588272:ChemicalsMember 2024-12-31 0001588272 us-gaap: InvestmentsMember us-gaap: CommonStockMember cik0001588272:FinancialsMember 2024-12-31 0001588272 us-gaap: InvestmentsMember us-gaap: CommonStockMember us-gaap: RealEstateMember 2024-12-31 0001588272 us-gaap: InvestmentsMember us-gaap: CommonStockMember cik0001588272:TelecommunicationServicesMember 2024-12-31 0001588272 us-gaap: InvestmentsMember cik0001588272:SeniorSecuredLoansMember cik0001588272:BioplasticsMember 2024-12-31 0001588272 us-gaap: InvestmentsMember cik0001588272:SeniorSecuredLoansMember us-gaap: HealthCareMember 2024-12-31 0001588272 us-gaap: InvestmentsMember cik0001588272:SeniorSecuredLoansMember us-gaap: RealEstateMember 2024-12-31 0001588272 us-gaap: InvestmentsMember us-gaap: CommonStockMember cik0001588272:BioplasticsMember 2024-12-31 0001588272 us-gaap: InvestmentsMember us-gaap: PreferredStockMember cik0001588272:FinancialsMember 2024-12-31 0001588272 us-gaap: CommonStockMember 2024-12-31 0001588272 us-gaap: AdditionalPaidInCapitalMember 2024-12-31 0001588272 us-gaap: RetainedEarningsMember 2024-12-31 iso4217:USD xbrli:shares xbrli:pure utr: Day iso4217:USD xbrli:shares

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 Form 10-K

 (Mark One)

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

 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2024

 OR

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

 FOR THE TRANSITION PERIOD FROM
TO

 COMMISSION FILE NUMBER: 814-01074

 (Exact name of registrant as specified in its charter)

 Delaware

 38-3926499

 (State or other jurisdiction of

 incorporation or organization)

 (I.R.S. Employer

 Identification No.)

 300 Crescent Court, Suite 700

 Dallas, Texas

 75201

 (Address of principal executive offices)

 (Zip Code)

 Registrant's telephone number, including area code ( 972) 628-4100

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

 Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.001 per share

 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No.
 Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No.
 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No
 Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T
 during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No
 Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K
 is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
 or any amendment to this Form 10-K.

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

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company Yes No

 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
 Indicate by check mark whether the registrant has filed a report on and a ttesta
tion to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
 If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
 Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).
 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No
 There is no established market for the registrant's shares of common stock. The registrant closed the public offering of its shares of common stock in February 14, 2018 and the final offering price was $10.75. Since the registrant closed its public offering it has continued to issue shares pursuant to its distribution reinvestment plan. The most recent price at which the registrant has issued shares pursuant to the distribution reinvestment plan was $5.58 per share. As of December 31, 2024, the Registrant had 8,695,640 shares of common stock, $0.001 par value, outstanding.
 Documents Incorporated by Reference: Portions of the Registrant's Proxy Statement relating to the Registrant's 2024 Annual Meeting of Stockholders to be filed not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K
 are incorporated by reference into Part III of this Annual Report on Form 10-K

 Auditor Firm Id: 925 Auditor Name: Cohen & Company, LTD. Auditor Location: Cleveland, Ohio, United States

 Page

 Item 1.

 Business

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved Staff Comments

 Item 1C.

 Cybersecurity

 Item 2.

 Properties

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosures

 Item 5.

 Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6.

 [Reserved]

 Item 7.

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

 Item 7A.

 Quantitative And Qualitative Disclosures About Market Risk

 Item 8.

 Financial Statements and Supplementary Data

 Item 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A.

 Controls and Procedures

 Item 9B.

 Other Information

 Item 9C.

 Disclosure Regarding Foreign Jurisdiction that Prevent Inspections

 Item 10.

 Directors, Executive Officers and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item 14.

 Principal Accountant Fees and Services

 Item 15.

 Exhibits and Financial Statement Schedules

 Signatures

 Item 1. Business.

 Organization

 NexPoint Capital, Inc. (the "Company"), which may also be referred to as "we," "us," or "our," incorporated on September 30, 2013 (inception date) as a Delaware limited liability company. The Company is an externally managed, non-diversified,
 closed-end
 management investment company that has elected to be regulated as a business development company ("BDC") under the Investment Company Act of 1940, as amended (the "1940 Act"). The Company is an investment company and accordingly follows the Investment Company accounting and reporting guidance under Topic 946 of the Financial Accounting Standards Board's ("FASB") Accounting Standards Codification, as amended ("ASC"), Financial Services - Investment Companies

. The Company's investment objective is to generate current income and capital appreciation primarily through investments in middle-market healthcare companies, middle-market companies in non-healthcare
 sectors, syndicated floating rate debt of large public and nonpublic companies and collateralized loan obligations ("CLOs"). The Company has elected to be treated as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code") and intends each year to qualify and be treated as such.
 The Company issued 21,739.13 LLC units to NexPoint Advisors, L.P. (the "Adviser") on May 27, 2014 (initial fund-raising date), at $9.20 per share for $200,000 in total proceeds. On June 10, 2014, the Company converted to a Delaware corporation, NexPoint Capital, Inc. As part of the conversion to a Delaware corporation, the member of the Company converted 21,739.13 LLC units into 21,739.13 shares of the Company's common stock, representing an equivalent price of $9.20 per share based on the fair value of the assets contributed by the Adviser in connection with the formation of the Company, as determined by the board of directors (the "Board") at the time of the conversion.

 On September 2, 2014 (commencement of operations), in connection with a private placement of shares of our common stock to the Adviser and its affiliates, the Company issued an aggregate of approximately 1,086,954 shares of common stock at a price of $9.20 per share, which price represents the public offering price of $10.00 per share less selling commissions and dealer manager fees, for aggregate proceeds of approximately $10.0 million.

 As a result of the private placement to the Adviser and its affiliates, the Company successfully satisfied the minimum offering requirement and officially commenced operations on September 2, 2014. In connection with the satisfaction of the minimum offering requirement and the commencement of our operations, the Investment Advisory Agreement became effective and the base investment advisory fee and any incentive fees, as applicable, payable to the Adviser under the Investment Advisory Agreement began to accrue.

 Prior to July 21, 2023, the Adviser controlled 2,549,002 total shares of common stock of the Company, including reinvestment of dividends, for a net amount of approximately $13.4 million as of July 21, 2023. On July 21, 2023, pursuant to the terms of a Stock Purchase Agreement, Liberty CLO Holdco Ltd. ("Liberty") purchased a total of 2,549,002 shares of the Company, representing 27.05% of the Company's currently issued and outstanding common stock as of July 21, 2023. In aggregate, as of December 31, 2024, Liberty controls 2,549,002 total shares of common stock of the Company, including reinvestment of dividends, for a net amount of approximately $14.2 million.

 The Company has retained the Adviser to manage certain aspects of its affairs on a day-to-day

 basis. NexPoint Securities, Inc. (the "Dealer Manager"), an entity under common ownership with the Adviser, served as the dealer manager of the continuous public offering prior to the termination of the offering. The Adviser and Dealer Manager are related parties and will receive fees, distributions and other compensation for services related to the continuous public offering and the investment and management of the Company's assets. The Company's continuous public offering ended on February 14, 2018.
 Consolidation of Subsidiaries

 The Company may make investments through wholly-owned subsidiaries (each a "Subsidiary" and together, the "Subsidiaries"). Such Subsidiaries will not be registered under the 1940 Act. However, the Company will wholly own and control any Subsidiaries. In addition, the Company does not intend to create or acquire primary control of any entity which primarily engages in investment activities in securities or other assets, other than entities wholly-owned or majority-owned by the Company.

 As of December 31, 2024, there are three consolidated subsidiaries: the BDC Sapience Holdco, LLC; BDC US Gaming Holdco, LLC; and BDC AB Holdco, LLC (collectively, the "HoldCos"), formed under the laws of the State of Delaware on June 21, 2023, March 15, 2024 and March 15, 2024, respectively. The Consolidated Schedules of Investments, Consolidated Statements of Assets and Liabilities, Consolidated Statements of Operations, Consolidated Statements of Changes in Net Assets, Consolidated Statements of Cash Flows and Consolidated Financial Highlights of the Company include the accounts of the Subsidiaries. All inter-company accounts and transactions have been eliminated in the consolidation for the Company. As of December 31, 2024, total assets of the Company were $ 46,576,001
 of which $6,188,251 or approximately 13.30%, was held in BDC Sapience Holdco, LLC, $630,332 or approximately 1.35% was held in BDC AB Holdco, LLC, and $1,088,768 or approximately 2.34% was held in BDC US Gaming Holdco, LLC.

 Overview of Our Business

 Our investment activities are managed by the Adviser and supervised by the Board, of which a majority of the members are independent of the Company. The Adviser has also entered into a Services Agreement with Skyview Group ("Skyview"), effective February 25, 2021, pursuant to which the Adviser will receive administrative and operational support services to enable it to provide the required advisory services to the Company. The Adviser will compensate all Adviser and Skyview personnel who provide services to the Company.

 Our investment objective is to generate high current income and long-term capital appreciation. We seek to achieve our objective by using the experience of the Adviser's healthcare, credit and structured products teams to source, evaluate and structure investments, identify attractive investment opportunities that are primarily debt investments that generate high income without creating undue risk for the portfolio, make equity investments where we believe there will be attractive risk-adjusted returns that compensate for the lack of current income, and make investments in debt and equity tranches of CLOs that deliver income and high relative value. We will focus on companies that are stable, have positive cash flow, and the ability to grow their business model.

 Our investment policy is to invest, under normal circumstances, at least 80% of our total assets in debt and equity of middle market companies, with an emphasis on healthcare companies, syndicated floating rate debt of large public and nonpublic companies, and mezzanine and equity tranches of CLOs. Middle-market companies include companies with annual revenues between $50 million and $2.5 billion and syndicated floating rate debt refers to loans and other instruments originated by a bank to a corporation that are sold off, or syndicated, to investors in pieces. We consider a healthcare company to be a company that is engaged in the design, development, production, sale, management or distribution of products, services or facilities used for or in connection with the healthcare industry. Additionally, we consider the term healthcare company to include companies that are materially impacted by the healthcare industry (such as a contractor that derives significant revenue or profit from the construction of hospitals). We may invest without limit in companies that are not in the healthcare sector.

 We leverage the expertise of the Adviser with regard to distressed investing and restructuring to make opportunistic investments in distressed companies. We utilize the Adviser's credit underwriting capability to identify the types of companies we believe will provide high current income and/or long-term capital appreciation. In addition to the investments in the healthcare industry, we may invest a portion of our capital in other opportunistic investments in which the Adviser has expertise and where we believe an opportunity exists to achieve above-average risk-adjusted yields and returns. These types of opportunities may include: (1) direct lending or origination investments, (2) investments in stressed or distressed situations, (3) structured product investments, (4) equity investments and (5) other investment opportunities not typically available in other BDCs. Opportunistic investments may range from broadly syndicated deals to direct lending deals in both private and public companies and may include foreign investments. We believe this is the best approach to achieving our dual mandate of attempting to generate a high yield while also attempting to produce capital appreciation.

 We seek to invest primarily in securities deemed by the Adviser to be high income generating debt investments and income generating equity securities of privately held companies in the United States. The portfolio may be concentrated primarily in senior floating rate debt securities, although we may invest without limit in securities that rank lower than senior secured instruments and may invest without limit in investments with a fixed rate of interest. We may buy syndicated loans, various tranches of CLOs and other debt instruments in the secondary market as well as originate debt so we can tailor the investment parameters more precisely to our needs. We also may invest a portion of the portfolio in equity securities that are non-income
 producing, when doing so will help us achieve our objective of long-term capital appreciation. We expect the size of our positions may range from $250 thousand to $5 million, although investments may be larger as our asset base increases. We may selectively make investments in amounts larger than $5 million in some of our portfolio companies. We may make smaller investments. We may also invest without limitation in warrants and may also use derivatives, primarily swaps (including equity, variance and volatility swaps), options and futures contracts on securities, interest rates, commodities and/or currencies, as substitutes for direct investments the Company can make. We may also use derivatives such as swaps, options (including options on futures), futures, and foreign currency transactions (e.g., foreign currency swaps, futures and forwards) to any extent deemed by the Adviser to be in the best interest of the Company, and to the extent permitted by the 1940 Act, to hedge various investments for risk management and speculative purposes. We may invest up to 15% of our net assets in entities that are excluded from registration under the 1940 Act by virtue of sections 3(c)(1) and 3(c)(7) of the 1940 Act (such as private equity funds or hedge funds). This limitation does not apply to any CLOs, certain of which may rely on section 3(c)(1) or 3(c)(7) of the 1940 Act.
 We expect that many of the securities in which we invest will be rated below investment grade by independent rating agencies or would be rated below investment grade if they were rated. These securities, which may be referred to as "junk," have predominantly speculative characteristics with respect to the issuer's capacity to pay interest and repay principal. In addition, we expect that many of our debt investments will include floating interest rates that reset on a periodic basis and typically will not require the borrowers to pay down the outstanding principal of such debt prior to maturity.

 As of December 31, 2024, our investment portfolio, with a total fair value of $44.5 million, consisted of 26 positions in portfolio companies (calculated as a percentage of investments: 14.2% in first lien senior secured loans, 1.4% in third lien senior secured loans, 0.5% in corporate bonds, 37.7% in common stocks, 25.8% in preferred stocks and 20.4% in LLC interests). As of December 31, 2024, the debt investments in our portfolio carry a weighted average cost price of 90.29% on par or stated value, as applicable, and our estimated gross annual portfolio yield (which represents the expected yield to be generated by us on our investment portfolio based on the composition of our portfolio as of such date), prior to leverage costs, was 2.45% based on the amortized cost of our investments. The portfolio yield does not represent an actual investment return to stockholders and does not include income from CLO equity.

 Recent Developments

 On January 29, 2025, the Board of the Company declared a cash distribution of $0.09 per share of the Company's common stock, par value $0.001 per share, payable on January 29, 2025, to the stockholders of record on December 31, 2024.

 Business & Investment Strategies

 We focus our healthcare investments primarily on opportunities in companies we believe will benefit from the long-term changes in the healthcare industry as a result of the aging demographic of Baby Boomers, implementation of payment system reforms and advances in medical technologies. It is our belief that the changing demographic landscape in the United States, where approximately 10,000 people per day turn 65 years of age, coupled with advances in medical technologies that are enabling Americans to live longer, will produce strong growth in demand for healthcare. At the same time, changes in the U.S. healthcare reimbursement system, including the implementation of alternative payment model are creating disruption in the healthcare sector, affecting each sub-sector
 differently, and will produce a positive impact for some sub-sectors
 and a negative impact for others. We also believe some companies are better positioned to take advantage of these changes while others will consolidate with stronger players. Based on our deep understanding of the healthcare sector, we believe these developments will create a changing landscape for years to come.
 Our primary areas of focus within the healthcare sector will be in the pharmaceuticals, devices, life sciences and facilities sub-sectors
 as we believe these will be the most significant beneficiaries of technological advances and the implementation of alternative payment models. We will also make opportunistic investments, including short sales, in other sub-sectors
 we believe will fare poorly during this period of transition.

 However, the Adviser and its affiliates have a core competency in other, non-healthcare
 sectors, such as the industrials & manufacturing, chemicals & materials, energy efficiency & green fuels, climate tech & renewables and real estate. When identifying potential middle-market investments for the portfolio, we focus on the attributes listed below. It is our belief that investments exhibiting these characteristics are the best investments to allow the Company to meet its investment objective with an acceptable level of risk. The attributes discussed below are general guidelines and not all investment opportunities may exhibit each of these qualities. Each investment opportunity is analyzed on a case-by-case

 basis by our investment professionals and the portfolio manager:

 •

 Focus on growing economic sectors

 - We seek companies that operate in or focus a substantial amount of their resources on economic sectors we believe will benefit from the current economic environment, including primarily the healthcare sector. Our view is that some sectors will be adversely impacted by rising rates while others will see tangible benefits. We think companies in our perceived "winning" sectors represent a better risk profile for our investments.

 •

 High level of inherent value -

 We seek companies that have inherent value but need additional financing to implement their business plan fully and realize their full value. These businesses are typically smaller companies that cannot access traditional means of financing but have a solid business where additional investment of capital and economies of scale can unlock an outsized level of value. In some cases, we may take equity stakes in these businesses as well as debt positions to achieve our dual objectives of high current income and long-term capital appreciation.

 •

 Strong risk/reward characteristics

 - We seek investments where we believe we are compensated for the risk assumed. An investment opportunity may become more appealing if the terms of the investment are improved such as the interest rate, or if structural protections are added to decrease our perceived risk.

 •

 Proven management team -

We seek companies that have proven management teams that understand the impact the upcoming regulatory and interest rate environment will have on their business. We are not seeking investments in start-up
 companies or companies with unproven technologies or business models or companies with relatively inexperienced management. Our view is that it will take experienced, seasoned veterans to understand and navigate the pitfalls resulting from the Federal Reserve's actions regarding interest rates and quantitative easing as well as a potentially increasing tax environment and changes to the economy from implementation of value-based payment models. We believe these companies have a better chance of delivering value long-term to investors.

 •

 Strong cash flow and business models -

 We seek stable and proven businesses with strong cash flow that are able to adequately service their debt load. With an increase in interest rates, we believe financing will become more expensive and only companies with steady cash flow and business models will weather the storm. Businesses that have strong infrastructure, business models and processes will be better able to service their debt.

 •

 Stable and proven businesses -

 We seek companies that have a proven business model and strong strategic position within their industry. With the upheaval we believe will be evident in the next few years, we think growing a stable and proven business will be difficult enough. Trying to build out a new business model in a chaotic environment will be exponentially more difficult in our opinion and compensating for that level of risk will be difficult.

 Potential Competitive Strengths

 We believe the breadth, depth and experience of the Adviser's senior management and investment team provides a significant advantage in sourcing, analyzing, monitoring and managing investment opportunities. As discussed above, the Adviser has entered into a Services Agreement with Skyview pursuant to which the Adviser may utilize Skyview's back office operations team that has years of experience in settling and tracking bank loan investments and its dedicated team that operates registered funds, works with third party service providers, interacts with portfolio managers to provide timely information and portfolio statistics, and has experience interacting with legal counsel, auditors, other third-party service providers and the Board.

 We believe the long-term investment horizon we are afforded through the BDC structure will allow us flexibility to find the investments that will deliver the highest value to our investors. Unlike a typical private equity or venture fund, we are not required to return capital once a liquidity event is realized in an underlying investment. Because of the permanent capital vehicle structure, we believe we can offer an institutional-type strategy focused on the healthcare sector with institutional management capabilities to investors.

 The Adviser and its affiliates have significant experience investing in the healthcare sector, across all sectors, all asset classes and in structured products. The Adviser and its affiliates' investments have spanned the range from large capitalization companies that are publicly traded to small, privately held companies and to distressed companies that have been successfully turned around. We believe the Adviser and its affiliates' expertise in underwriting credit across all sectors will give us an advantage in identifying and investing in the best middle-market companies in direct lending situations, syndicated loans and CLOs.

 Investment Criteria/Guidelines

 We believe there are currently, and will continue to be, significant investment opportunities in middle-market companies and larger private companies, particularly in the healthcare sector and particularly in income producing securities, in the United States. Additionally, we believe there continues to be attractive investment opportunities in the syndicated floating rate debt and CLO markets.

 Target businesses will typically exhibit some or all of the following characteristics:

 •

 exposure to healthcare sub-sectors
 we believe will benefit from implementation of alternative payment models;

 •

 exposure to non-healthcare
 sub-sectors
 we believe will benefit from a rising interest rate environment and the Federal Reserve's policies in response to rising rates;

 •

 a U.S. base of operations;

 •

 an experienced management team executing a long-term growth strategy;

 •

 discernable downside protection through recurring revenue or strong tangible asset coverage;

 •

 defensible niche product/service;

 •

 products and services with distinctive competitive advantages or other barriers to entry;

 •

 stable and predictable free cash flows;

 •

 existing indebtedness that may be refinanced on attractive terms;

 •

 low technology and market risk;

 •

 strong customer relationships; and

 •

 low to moderate capital expenditure requirements.

 We expect that deal flow and idea generation for investments will primarily originate from the Adviser and its affiliates' existing and extensive network of informal and unconventional deal sources in the middle-market business community. Once potential investments have been identified, we, through our Adviser, will conduct a rigorous due diligence process that draws from our Adviser's investment experience, industry expertise and network of contacts. Our Adviser will then work with outside counsel to structure loans with strong creditor protections and contractual controls over borrower operations. Our Adviser will work to obtain extensive operating and financial covenants, detailed reporting requirements, governance rights and board seats to protect our investment while allowing the borrower the necessary flexibility to successfully execute its business plan. We will actively monitor and manage our portfolio with regard to individual company performance as well as general market conditions. Investment decisions on new originations generally will include an analysis of the impact of the new loan on our broader portfolio, including a "top-down"
 assessment of portfolio structure and risk exposure.
 Investments in Middle-Market Healthcare Companies

 Our portfolio of middle-market investments will have a focus on companies in the healthcare sector as we believe there is a large and growing investment opportunity in this sector. Changes in the U.S. healthcare reimbursement system, including the implementation of value-based payment models are creating a dramatic upheaval in the healthcare sector, affecting each sub-sector
 differently, and will produce a positive impact for some sub-sectors
 and a negative impact for others.
 We believe some companies are better positioned to take advantage of these changes while others will consolidate with stronger players. Based on our deep understanding of the healthcare sector, we believe these developments will create a changing landscape for years to come.

 Healthcare is a defensive and stable sector that has experienced out-sized
 growth and consistency during the past four decades. There are three primary growth drivers of healthcare: (1) demographics, (2) price inflation and (3) per-person
 utilization of care. The historical demographic growth rate has been 1.00%. Price inflation in healthcare has added an additional 5.64%, more than double the baseline U.S. GDP growth rate since 1970 of 2.79%. Per-person
 utilization is a function of access to health insurance as well as aging demographics. In the past three decades, the population above age 90 has tripled and is expected to quadruple over the next three decades. Due to these drivers, healthcare has moved from 3% of GDP in 1980 to approximately 18% today and is expected to continue to grow.
 Investments in Middle-Market Non-Healthcare
 Companies

 We believe that high or rising interest rates will make it more difficult for middle-market companies in all sectors to raise debt and equity capital. Furthermore, the capital requirements of business in many sectors will be enormous in coming years as companies catch up on delayed capital spending and make required investments to adapt to structural economic changes brought on by COVID-19.
 These companies will, in our opinion, turn more and more to specialty finance vehicles, such as us, to procure the capital they need for growth. We view the financing of middle-market companies to be an underserved area, presenting enormous opportunities.
 Investments in Large Syndicated Floating Rate Debt

 A portion of the investments we make in middle-market companies are expected to be in the form of floating rate instruments. Also, a portion of the portfolio will be invested in large syndicated floating rate debt of non-public
 and public companies. Syndicated floating rate debts are loans originated by a bank to a corporation that are sold off, or syndicated, to investors in pieces. Floating rate loans have a base rate that adjusts periodically plus a spread over the base rate. The base rate is typically the secured overnight financing rate (SOFR) and resets every 90 days. With rates resetting in an environment where the prevailing base rate is increasing, the income stream from a floating rate instrument will increase.
 Syndicated floating rate debt offers certain benefits:
 High current income.

 Historically, floating rate loans have lower yields than high yield bonds, due in part to better credit and interest-rate risk profile, but still offer an attractive risk-reward income dynamic.
 Adjustable coupon payment.

 Floating rate loans are structured so that interest rates reset on a predetermined schedule. When interest rates rise, coupon payments increase, and vice versa, with little lag time (typically 90 days or less). This feature greatly reduces the interest rate, or duration, risk inherent in high yield bonds, which typically never reset. Therefore, as rates rise, the value of a high yield bond should decline while the value of a floating rate loan should remain stable.
 Priority in event of default.

 In the event of a default, floating rate loans typically have a higher position in a company's capital structure, have first claim to assets and greater covenant protection than high yield bonds. As a result, floating rate loans have generally recovered a greater percentage of value than high yield bonds. Also, the default rate for floating rate loans has historically been lower than defaults of high yield bonds.
 Reduced Volatility.

 The return of floating rate loans has historically had a low correlation to most asset classes and a negative correlation with some asset classes. Therefore, adding floating rate loans to a portfolio should reduce volatility and risk.
 In our view, an allocation to large syndicated floating rate debt provides stable value with high current income and offers the portfolio liquidity.
 Investments in CLOs

 We view CLOs as an excellent way to gain exposure to syndicated floating rate debt at a less expensive price and higher yield with greater upside potential for capital appreciation while minimizing interest rate risk. CLO vehicles are entities formed to manage a portfolio of syndicated bank loans. The CLO vehicle raises capital by issuing equity and multiple tranches of debt and uses the proceeds to buy the underlying portfolio of syndicated bank loans. The syndicated bank loans the CLO is allowed to purchase is limited by criteria established within the documents governing the CLO. The CLO also has certain priority of payment provisions or "waterfall" provisions that benefit the higher rated debt tranches. Documents governing CLOs typically provide for adjustments to the "waterfall" in the event certain tests are triggered, diverting cash to the higher rated debt tranches.
 Investment Process Overview

 Sourcing

. We believe that identifying middle-market companies that represent attractive debt investment opportunities requires a different sourcing network than is required for investments in larger companies. Whereas larger companies typically hire an investment bank to help develop marketing materials and run a financing process involving a large number of potential lenders to ensure pricing is determined by the market, middle-market companies typically do not have the resources to hire large financial advisers or investment banks. While these lending opportunities are far less competitive, they are more difficult to source.

 We expect that deal flow and idea generation for investments will primarily originate from the Adviser and its affiliates' existing and extensive network of informal and unconventional deal sources in the middle-market business community. Built over 20 years, this deal sourcing network includes accountants, attorneys, bankers, brokers, insurance agents, consultants, private equity firms and financial advisers who have access to small-cap
 companies. Additionally, we have forged contacts specific to the healthcare and energy industry that includes all sub-sectors,
 as well as other sectors.
 The contacts in the Adviser's network generally operate outside of the established investment banking infrastructure and typically play a limited introductory role to companies and their management teams. In addition, the Adviser promotes a culture in which sourcing is considered a focus for all of its investment professionals.
 Due Diligence

. We believe it is critical to conduct extensive due diligence on investment targets, and in evaluating new investments. We, through our Adviser, will conduct a rigorous due diligence process that draws from our Adviser's investment experience, industry expertise and network of contacts. Our Adviser intends to conduct extensive due diligence and perform thorough credit analysis on each potential portfolio company investment. In conducting due diligence, we expect that our Adviser will use publicly available information and private information provided by borrowers, their financial sponsors and their advisers. Our Adviser expects to use its relationships with former and current management teams, consultants, competitors, bankers, private equity firms and investment bankers to gain further insights into businesses and industries, generally, and our potential portfolio companies, specifically.
 Our due diligence will typically include the following elements (although not all elements will necessarily form part of each due diligence review):

 •

 thorough review of historical and pro forma financial information, including an analysis of collateral coverage, cash flow and valuation multiples and quality of earnings;

 •

 review of capital structure, including leverage and equity amounts, participants and intercreditor arrangements;

 •

 analysis of the business of the prospective portfolio company, including drivers of growth, customer and supplier concentrations, fixed versus variable costs and sensitivity analyses (with a focus on downside scenario analysis);

 •

 analysis of the industry in which the prospective portfolio company operates, including its competitive position, industry size and growth rates, competitive outlook, barriers to entry, and technological, regulatory and similar considerations;

 •

 interviews with management, employees, customers and vendors and analysis of management's track record, quality, breadth and depth;

 •

 anticipated form of any potential restructuring, potential liquidation value and potential for collateral impairment;

 •

 preparation or review of material contracts and loan documents;

 •

 anticipated timing of covenant breaches and default cure provisions;

 •

 research relating to the company's business, industry, markets, products and services;

 •

 background checks on key managers when appropriate; and

 •

 third-party research relating to the company's management, industry, markets, products and services and competitors.

 Additional due diligence with respect to any investment may be conducted on our behalf by attorneys and independent accountants as well as other outside advisers, as appropriate.
 Structuring Originations

. Our Adviser's team has substantial expertise in structuring and documenting loans originated to middle-market companies. Our Adviser works with outside counsel to structure loans with strong creditor protections and contractual controls over borrower operations. Our Adviser works to obtain extensive operating and financial covenants, detailed reporting requirements, governance rights and board seats to protect our investment while allowing the borrower the necessary flexibility to successfully execute its business plan. We believe that our Adviser's extensive experience allows it to anticipate issues and maximize our potential recovery upon the occurrence of adverse events, and our Adviser is able to seek to structure our loan and credit documentation to protect us from risks identified in the due diligence process. Our Adviser also evaluates the broader capital structure of the borrower to ensure that we have strong rights as compared to other participants in the borrower's capital structure.
 Portfolio Management and Monitoring

. We actively monitor and manage our portfolio with regard to individual company performance as well as general market conditions. Investment decisions on new originations generally include an analysis of the impact of the new loan on our broader portfolio, including a "top-down"
 assessment of portfolio structure and risk exposure. This assessment includes a review of portfolio concentration by issuer, industry, geography and type of credit as well as an evaluation of our portfolio's exposure to macroeconomic factors and cyclical trends.

 We believe that consistent, active monitoring of individual companies and the broader market is integral to portfolio management and a critical component of our investment process. Our Adviser uses several methods of evaluating and monitoring the performance and fair value of our investments, including the following:

 •

 frequent discussions with management and sponsors, including board observation rights where possible;

 •

 comparing/analyzing financial performance to the portfolio company's business plan, as well as our internal projections developed at underwriting;

 •

 tracking portfolio company compliance with covenants, as well as other metrics identified at the initial investment stage, such as acquisitions, divestitures, product development and specified management hires; and

 •

 periodic review of each asset in the portfolio and more rigorous monitoring of "watch list" positions.

 Competition

 Our primary competitors to provide financing to middle-market companies include public and private funds, including other business development companies, commercial and investment banks, commercial financing companies, and, to the extent they provide an alternative form of financing, private equity funds. As the economic recovery continues, we expect that we may face enhanced competition in the future. Many of our competitors are substantially larger and have considerably greater financial, technical and marketing resources than we do. For example, some competitors may have a lower cost of funds and access to funding sources that are not available to us. In addition, some of our competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of investments and establish more relationships than us. Furthermore, many of our competitors are not subject to the regulatory restrictions that the 1940 Act will impose on us as a BDC and that the Code will impose on us as a RIC. For additional information concerning the competitive risks we face, see "Risk Factors—Risks Relating to our Business and Structure—The highly competitive market for investment opportunities in which we operate may limit our investment opportunities."
 Administration

 We do not have any direct employees, and our day-to-day

 investment operations are managed by our Adviser. Our officers will be employees of the Adviser. Some of our executive officers described under "Management of the Company" are also officers of the Adviser. See "The Adviser and the Administrator—Administration Agreement."
 Regulation

 We have filed an election to be treated as a BDC under the 1940 Act and to be treated as a RIC under Subchapter M of the Code and intend each year to qualify and be eligible to be treated as such. As a RIC, we generally do not have to pay corporate-level U.S. federal income taxes on any net ordinary income or capital gains that we timely distribute to our stockholders as dividends. The 1940 Act contains prohibitions and restrictions relating to transactions between business development companies and their affiliates (including any Advisers or sub-advisers),
 principal underwriters and affiliates of those affiliates or underwriters and requires that a majority of the directors of a BDC be persons other than "interested persons," as that term is defined in the 1940 Act. In addition, the 1940 Act provides that we may not change the nature of our business so as to cease to be, or to withdraw our election as, a BDC unless approved by a majority of our outstanding voting securities.
 We may invest up to 100% of our assets in securities acquired directly from issuers in privately negotiated transactions. With respect to such securities, we may, for the purpose of public resale, be deemed an "underwriter" as that term is defined in the Securities Act of 1933, as amended (the "Securities Act"). Our intention is to not write (sell) or buy put or call options to manage risks associated with the publicly traded securities of our portfolio companies, except that we may enter into hedging transactions to manage the risks associated with interest rate fluctuations to the extent that we are permitted to engage in such hedging transactions without registering with the U.S. Commodity Futures Trading Commission ("CFTC") as a commodity pool operator. However, we may purchase or otherwise receive warrants to purchase the common stock of our portfolio companies in connection with acquisition financing or other investments. Similarly, in connection with an acquisition, we may acquire rights to require the issuers of acquired securities or their affiliates to repurchase them under certain circumstances. We also do not intend to acquire securities issued by any investment company that exceed the limits imposed by the 1940 Act. Under these limits, we generally cannot acquire more than 3% of the voting stock of any registered investment company, invest more than 5% of the value of our total assets in the securities of one investment company or invest more than 10% of the value of our total assets in the securities of investment companies in the aggregate. With regard to that portion of our portfolio invested in securities issued by investment companies, it should be noted that such investments might subject our stockholders to additional expenses. None of these policies is fundamental and each may be changed without stockholder approval.

 To the extent that we utilize a REIT subsidiary that directly incurs leverage in the form of debt (as opposed to non-recourse
 borrowings made through special purpose vehicles), the amount of such recourse leverage used by us will be consolidated and treated as senior securities for purposes of complying with the 1940 Act's limitations on leverage. Accordingly, it is our present intention to utilize leverage through debt or borrowings in an amount not to exceed 50% of our total assets (i.e., to maintain 200% asset coverage), less the amount of any nonrecourse direct debt or borrowing by a REIT subsidiary, if any. Because a REIT subsidiary's preferred shares would represent a small amount of leverage by the REIT subsidiary, such leverage will also be consolidated for purposes of complying with the 1940 Act's limitations on our ability to issue preferred shares.
 Qualifying Assets

 Under the 1940 Act, a BDC may not acquire any asset other than assets of the type listed in Section 55(a) of the 1940 Act, which are referred to as qualifying assets, unless, at the time the acquisition is made, qualifying assets represent at least 70% of the company's total assets. The principal categories of qualifying assets relevant to our proposed business are the following:

 1.

 Securities purchased in transactions not involving any public offering from the issuer of such securities, which issuer (subject to certain limited exceptions) is an eligible portfolio company, or from any person who is, or has been during the preceding 13 months, an affiliated person of an eligible portfolio company, or from any other person, subject to such rules as may be prescribed by the U.S. Securities and Exchange Commission ("SEC"). An eligible portfolio company is defined in the 1940 Act as any issuer which:

 a.

 is organized under the laws of, and has its principal place of business in, the United States;

 b.

 is not an investment company (other than a small business investment company wholly owned by the BDC) or a company that would be an investment company but for certain exclusions under the 1940 Act; and

 c.

 satisfies any of the following:

 i.

 does not have any class of securities listed on a national securities exchange or has any class of securities listed on a national securities exchange subject to a $250 million market capitalization maximum; or

 ii.

 is controlled by a BDC or a group of companies including a BDC, the BDC actually exercises controlling influence over the management or policies of the eligible portfolio company, and, as a result, the BDC has an affiliated person who is a director of the eligible portfolio company.

 2.

 Securities of any eligible portfolio company which we control.

 3.

 Securities purchased in a private transaction from a U.S. issuer that is not an investment company or from an affiliated person of the issuer, or in transactions incident thereto, if the issuer is in bankruptcy and subject to reorganization or if the issuer, immediately prior to the purchase of its securities was unable to meet its obligations as they came due without material assistance other than conventional lending or financing arrangements.

 4.

 Securities of an eligible portfolio company purchased from any person in a private transaction if there is no ready market for such securities and we already own 60% of the outstanding equity of the eligible portfolio company.

 5.

 Securities received in exchange for or distributed on or with respect to securities described in (1) through (4) above, or pursuant to the exercise of warrants or rights relating to such securities.

 6.

 Cash, cash equivalents, U.S. Government securities or high-quality debt securities maturing in one year or less from the time of investment.

 The regulations defining and interpreting qualifying assets may change over time. We expect to adjust our investment focus as needed to comply with and/or take advantage of any regulatory, legislative, administrative or judicial actions in this area.

 Managerial Assistance to Portfolio Companies

 In addition, a BDC must have been organized and have its principal place of business in the United States and must be operated for the purpose of making investments in the types of securities described in (1), (2) or (3) above. However, in order to count portfolio securities as qualifying assets for the purpose of the 70% test, the BDC must either control the issuer of the securities or must offer to make available to the issuer of the securities (other than small and solvent companies described above) significant managerial assistance. When a BDC purchases such securities in conjunction with one or more other persons acting together, one of the other persons in the group may make available such managerial assistance. Making available managerial assistance means any arrangement whereby the BDC, through its directors, officers or employees, offers to provide, and, if accepted, does so provide, significant guidance and counsel concerning the management, operations or business objectives and policies of a portfolio company. As our administrator, the Adviser has agreed to provide such managerial assistance on our behalf to portfolio companies that request this assistance. We may receive fees for these services and will reimburse the Adviser for the actual costs incurred in providing managerial assistance on our behalf, subject to the review and approval by the Board, including our independent directors.
 Temporary Investments

 Pending investment in other types of qualifying assets, as described above, our investments may consist of cash, cash equivalents, U.S. Government securities or high-quality debt securities maturing in one year or less from the time of investment, which we refer to, collectively, as temporary investments, so that 70% of our assets are qualifying assets. Typically, we will invest in U.S. Treasury bills or in repurchase agreements, so long as such agreements are fully collateralized by cash or securities issued by the U.S. Government or its agencies. A repurchase agreement involves the purchase by an investor, such as us, of a specified security and the simultaneous agreement by the seller to repurchase it at an agreed-upon future date and at a price which is greater than the purchase price by an amount that reflects an agreed-upon interest rate. Our Adviser intends to monitor the creditworthiness of the counterparties with which we enter into repurchase agreement transactions.
 Senior Securities

 We are permitted, under specified conditions, to issue multiple classes of indebtedness and one class of stock senior to our common stock if our asset coverage, as defined in the 1940 Act, is at least equal to 200% immediately after each such issuance. In addition, while any senior securities remain outstanding, we must make provisions to prohibit any distribution to our stockholders or the repurchase of such securities or shares unless we meet the applicable asset coverage ratios at the time of the distribution or repurchase.
 We may also borrow amounts up to 5% of the value of our total assets for temporary or emergency purposes without regard to asset coverage. For a discussion of the risks associated with leverage, see "Risk Factors—Risks Relating to our Business and Structure—Regulations governing our operation as a BDC will affect our ability to raise, and the way in which we raise, additional debt or equity capital."
 Code of Ethics

 We and the Adviser have each adopted a code of ethics pursuant to Rule 17j-1
 under the 1940 Act that establishes procedures for personal investments and restricts certain personal securities transactions. Personnel subject to each code may invest in securities for their personal investment accounts, including securities that may be purchased or held by us, so long as such investments are made in accordance with the code's requirements. In addition, each code of ethics is available on the EDGAR Database on the SEC's Internet site at

. You may also obtain copies of each code of ethics, after paying a duplicating fee, by electronic request at the following Email address: publicinfo@sec.gov.
 Proxy Voting Policies and Procedures

 We have delegated our proxy voting responsibility to our Adviser. The Proxy Voting Policies and Procedures of our Adviser are described below. The guidelines are reviewed periodically by our Adviser and our non-interested
 directors, and, accordingly, are subject to change. For purposes of these Proxy Voting Policies and Procedures described below, "we" "our" and "us" refers to our Adviser.
 Introduction

 As an Adviser registered under the Investment Advisers Act of 1940, as amended ("Advisers Act"), we have a fiduciary duty to act solely in the best interests of our clients. As part of this duty, we recognize that we must vote client securities in a timely manner free of conflicts of interest and in the best interests of our clients.

 These policies and procedures for voting proxies for our investment advisory clients are intended to comply with Section 206 of, and Rule 206(4)-6
 under the Advisers Act.
 Proxy Policies

 We vote proxies relating to our clients' portfolio securities in what we perceive to be the best interest of our clients' stockholders. We review on a case-by-case

 basis each proposal submitted to a stockholder vote to determine its impact on the portfolio securities held by our clients. In most cases, we will vote in favor of proposals that we believe are likely to increase the value of our clients' portfolio securities. Although we will generally vote against proposals that may have a negative impact on our clients' portfolio securities, we may vote for such a proposal if there exist compelling long-term reasons to do so.
 Our proxy voting decisions are made by the senior officers who are responsible for monitoring each of clients' investments. To ensure that our vote is not the product of a conflict of interest, we require that: (1) anyone involved in the decision making process disclose to our Chief Compliance Officer any potential conflict that he or she is aware of and any contact that he or she has had with any interested party regarding a proxy vote; and (2) employees involved in the decision making process or vote administration are prohibited from revealing how we intend to vote on a proposal in order to reduce any attempted influence from interested parties. Where conflicts of interest may be present, we will disclose such conflicts, including to us, and may request guidance on how to vote such proxies.
 Proxy Voting Records

 You may obtain information without charge about how we voted proxies by making a written request for proxy voting information to: Investor Relations, 300 Crescent Court, Suite 700, Dallas, Texas 75201, or by calling us collect at (844) 485-9167.

 Privacy Principles

 We are committed to maintaining the privacy of our stockholders and to safeguarding their non-public
 personal information. The following information is provided to help you understand what personal information we collect, how we protect that information and why, in certain cases, we may share information with select other parties.
 Generally, we do not receive any non-public
 personal information relating to our stockholders. The only information we collect from you is your name, address, number of shares you hold and your social security number. This information is used only so that we can send you annual reports and other information about us, and send you proxy statements or other information required by law. We will maintain physical, electronic and procedural safeguards designed to protect the non-public
 personal information of our stockholders. We do not disclose any non-public
 personal information about our stockholders or former stockholders to anyone except as described below.

 •

 Authorized Employees of the Adviser and Its Affiliates

. It is our policy that only authorized employees of the Adviser and its affiliates with a legitimate business need for the information will have access to it.

 •

 Service Providers

. We may disclose your personal information to companies that provide services on our behalf, such as record keeping, processing your trades, and mailing you information. These companies are required to protect your information and use it solely for the purpose for which they received it.

 •

 Courts and Government Officials

. If required by law, we may disclose your personal information in accordance with a court order or at the request of government regulators. Only that information required by law, subpoena, or court order will be disclosed.

 Other

 We are prohibited under the 1940 Act from participating in certain transactions with our affiliates without the prior approval of our independent directors and, in some cases, of the SEC. Any person that owns, directly or indirectly, five percent or more of our outstanding voting securities will be our affiliate for purposes of the 1940 Act, and we are generally prohibited from buying or selling any security from or to, or entering into certain "joint" transactions (which could include investments in the same portfolio company) with such affiliates, absent the prior approval of our independent directors and/or appropriate exemptive relief. Our Adviser and its affiliates, including persons that control, are controlled by, or are under common control with, us or our Adviser, are also considered to be our affiliates under the 1940 Act, and we are generally prohibited from buying or selling any security from or to, or entering into "joint" transactions with such affiliates without the prior approval of our independent directors and, in some cases, exemptive relief from the SEC.

 We may, however, invest alongside the Adviser's, and its affiliates' other clients in certain circumstances where doing so is consistent with applicable law and SEC staff interpretations and specific exemptive relief from the SEC. For example, we may invest alongside such accounts consistent with guidance promulgated by the staff of the SEC permitting us and such other accounts to purchase interests in a single class of privately placed securities so long as certain conditions are met, including that our Adviser, acting on our behalf and on behalf of other clients, negotiates no term other than price. We and the Adviser have obtained an exemptive order dated April 19, 2016 from the SEC to permit co-investments
 among the Company and other accounts managed by the Adviser or its affiliates, subject to certain conditions. We may also invest alongside our Adviser's other clients as otherwise permissible under regulatory guidance, applicable regulations and the allocation policy of our Adviser and its affiliates (including clients that may pay higher fees to the Adviser or its affiliates or in which our portfolio managers have personal interest in the receipt of such fess). If sufficient securities or loan amounts are available to satisfy our and each such account's proposed demand, we expect that the opportunity will be allocated in accordance with our Adviser's pre-transaction
 determination. Where there is an insufficient amount of an investment opportunity to satisfy us and other accounts sponsored or managed by our Adviser or its affiliates, the allocation policy further provides that allocations among us and such other accounts will generally be made pro rata, based on the amount that each such party would have invested if sufficient securities or loan amounts were available. The allocation policies and procedures are intended to assist the Adviser and its affiliates in ensuring that investment opportunities will be allocated to us fairly and equitably.
 We will be subject to periodic examination by the SEC for compliance with the 1940 Act. Under the 1940 Act, we are required to provide and maintain a bond issued by a reputable fidelity insurance company to protect us against larceny and embezzlement. Furthermore, as a BDC, we are prohibited from protecting any director or officer against any liability to us or our stockholders arising from willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office.
 We and the Adviser will each be required to adopt and implement written policies and procedures reasonably designed to prevent violation of the U.S. federal securities laws, review these policies and procedures annually for their adequacy and the effectiveness of their implementation, and designate a chief compliance officer to be responsible for administering the policies and procedures.
 We are not generally able to issue and sell our common stock at a price below current net asset value per share. We may, however, issue and sell our common stock, or warrants, options or rights to acquire our common stock, at a price below the then-current net asset value per share of our common stock if the Board determines that such sale is in the best interests of us and our stockholders, and if our stockholders approve such sale within the preceding 12 months. In any such case, the price at which our securities are to be issued and sold may not be less than a price that, in the determination of the Board, closely approximates the fair value of such securities as determined by the Adviser, as the Company's valuation designee.
 Sarbanes-Oxley Act of 2002

 The Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act") imposes a wide variety of regulatory requirements on publicly held companies and their insiders. Many of these requirements will affect us. For example:

 •

 pursuant to Rule 13a-14
 under the Securities Exchange Act of 1934, as amended ("Exchange Act"), our Chief Executive Officer and Chief Financial Officer must certify the accuracy of the consolidated financial statements contained in our periodic reports;

 •

 pursuant to Item 307 of Regulation S-K
 under the Securities Act, our periodic reports must disclose our conclusions about the effectiveness of our disclosure controls and procedures;

 •

 pursuant to Rule 13a-15
 of the Exchange Act, our management must prepare an annual report regarding its assessment of our internal control over financial reporting.

 •

 pursuant to Item 308 of Regulation S-K
 under the Securities Act and Rule 13a-15
 under the Exchange Act, our periodic reports must disclose whether there were significant changes in our internal controls over financial reporting or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

 The Sarbanes-Oxley Act requires us to review our current policies and procedures to determine whether we comply with the Sarbanes-Oxley Act and the regulations promulgated under it. We will continue to monitor our compliance with all regulations that are adopted under the Sarbanes-Oxley Act and will take actions necessary to ensure that we are in compliance with that act.

 Brokerage Allocation and Other Practices

 Since we intend to generally acquire and dispose of our investments in privately negotiated transactions, we expect to infrequently use brokers in the normal course of our business. Subject to policies established by the Board, the Adviser will be primarily responsible for the execution of the publicly traded securities portion of our portfolio transactions and the allocation of brokerage commissions. The Adviser does not execute transactions through any particular broker or dealer, but seeks to obtain the best net results for us, considering such factors as (i) price (including the applicable brokerage commission or dealer spread), (ii) size of the order, (iii) difficulty of execution, (iv) operational facilities of the firm, (v) promptness of execution and past history in executing orders, (vi) clearance and settlement capabilities, (vii) research capabilities, (viii) access to markets and distribution network, (ix) the firm's risk and skill in positioning blocks of securities and (x) trade error rate and ability or willingness to correct errors. While the Adviser will generally seek reasonably competitive trade execution costs, we will not necessarily pay the lowest spread or commission available. Subject to applicable legal requirements, the Adviser may select a broker based partly upon brokerage, research or other services provided to it and us and any other clients. In return for such services, we may pay a higher commission than other brokers would charge if the Adviser determines in good faith that such commission is reasonable in relation to the services provided.
 Tax Matters

 The following is a general summary of some of the important U.S. federal income tax considerations affecting us and our common shareholders that are "United States persons" within the meaning of the Code, and does not address any state, local, foreign or other tax consequences. It reflects provisions of the Code, existing Treasury regulations, and other applicable authority, as of the date of this annual report. These authorities may be changed, possibly with retroactive effect, or subject to new legislative, administrative, or judicial interpretations. This summary does not purport to be a complete description of the U.S. federal income tax considerations applicable to our common shareholders. For example, except as otherwise specifically noted herein, we have not described certain tax considerations that may be relevant to certain types of holders subject to special treatment under the U.S. federal income tax laws, including shareholders subject to the U.S. federal alternative minimum tax, insurance companies, tax-exempt
 organizations, pension plans and trusts, RICs, dealers in securities, shareholders holding our shares through tax-advantaged
 accounts (such as 401(k) plans or individual retirement accounts), financial institutions, shareholders holding our shares as part of a hedge, straddle, or conversion transaction, entities that are not organized under the laws of the United States or a political subdivision thereof, and persons who are neither citizens nor residents of the United States. This summary assumes that investors hold our common shares as capital assets (within the meaning of the Code). Please consult your tax advisor about U.S. federal, state, local, foreign or other tax laws applicable to you, as the tax consequences to an investor in our common shares will depend on the facts of his, her or its particular situation.
 Taxation of the Company

 We have elected to be treated as a RIC under Subchapter M of the Code and intend each year to qualify and to be eligible to be treated as such.
 In order to qualify for the special tax treatment accorded RICs and their shareholders, we must, among other things:

 (i)

 derive at least 90% of our gross income for each taxable year from: (a) dividends, interest (including tax-exempt
 interest), payments with respect to certain securities loans, gains from the sale or other disposition of stock, securities or foreign currencies, or other income (including but not limited to gains from options, futures and forward contracts) derived with respect to our business of investing in such stock, securities or foreign currencies; and (b) net income derived from interests in "qualified publicly traded partnerships";

 (ii)

 diversify our holdings so that, at the end of each quarter of our taxable year, (a) at least 50% of the market value of our total assets consists of cash and cash items, U.S. government securities, the securities of other RICs and other securities limited, in respect of any one issuer, to an amount not greater than 5% of the value of our total assets and not more than 10% of the outstanding voting securities of such issuer, and (b) not more than 25% of the value of our total assets is invested, including through corporations in which we own a 20% or more voting stock interest, (x) in the securities (other than U.S. government securities and the securities of other RICs) of any one issuer or of two or more issuers that we control, as determined under applicable Code rules, and that are determined to be engaged in the same business or similar or related trades or businesses, or (y) in the securities of one or more "qualified publicly traded partnerships"; and

 (iii)

 distribute to our shareholders with respect to each taxable year at least 90% of the sum of our "investment company taxable income" (as that term is defined in the Code, without regard to the deduction for dividends paid—generally taxable ordinary income and the excess, if any, of net short-term capital gains over net long-term capital losses) and any net tax-exempt
 interest income (the excess of our gross tax-exempt
 interest over certain disallowed deductions), for such year, in a manner qualifying for the dividends paid deduction.

 If we qualify as a RIC (i.e., satisfy the source of income and diversification requirements described in (i) and (ii) above) and satisfy the annual distribution requirement described in (iii) above, we will not be subject to U.S. federal income tax on income distributed in a timely manner to our shareholders in the form of dividends (including Capital Gain Dividends, as defined below).
 If, for any taxable year, we were to fail to meet the income, diversification or distribution tests described above, we could in some cases cure such failure, including by paying a corporate-level tax, paying interest, making additional distributions or disposing of certain assets. If we were ineligible to or otherwise did not cure any such failure for any year, or if we were otherwise to fail to qualify as a RIC accorded special tax treatment for such year, we would be subject to tax on our taxable income at corporate rates, and all distributions from earnings and profits, including any distributions of net long-term capital gains, would be taxable to shareholders as ordinary income. Some portions of such distributions might be eligible for the dividends-received deduction in the case of corporate shareholders and might be eligible to be treated as "qualified dividend income" and thus taxable at the lower long-term capital gain rate in the case of shareholders taxed at individual rates, provided, in both cases, the shareholder met certain holding period and other requirements in respect of our shares (as described below). In addition, we might be required to recognize unrealized gains, pay substantial taxes and interest and make substantial distributions before requalifying as a RIC.
 We intend to distribute at least annually to our shareholders all or substantially all of our investment company taxable income (computed without regard to the dividends-paid deduction) and, in general, our net capital gain (that is, the excess of net long-term capital gain over net short-term capital loss, in each case determined with reference to any loss carryforwards). Any investment company taxable income we retain will be subject to a corporate-level tax at regular corporate rates. We may also retain for investment our net capital gain. If we retain any net capital gain, it will be subject to corporate-level tax at regular corporate rates on the amount retained, but we may designate the retained amount as undistributed capital gains in a timely notice to our shareholders who would then, in turn, be (i) required to include in income for U.S. federal income tax purposes, as long-term capital gain, their shares of such undistributed amount, and (ii) entitled to credit their proportionate shares of the tax we paid on such undistributed amount against their U.S. federal income tax liabilities, if any, and to claim refunds on a properly-filed U.S. tax return to the extent the credit exceeds such liabilities. If we make this designation, for U.S. federal income tax purposes, the tax basis of shares owned by one of our shareholders would be increased by an amount equal to the difference between the amount of undistributed capital gains included in the shareholder's gross income under clause (i) of the preceding sentence and the tax deemed paid by the shareholder under clause (ii) of the preceding sentence. We are not required to, and there can be no assurance we will, make this designation if we retain all or a portion of our net capital gain in a taxable year.
 In determining its net capital gain, including in connection with determining the amount available to support a Capital Gain Dividend (as defined below), its taxable income, and its earnings and profits, a RIC generally may elect to treat part or all of any post-October capital loss (defined as any net capital loss attributable to the portion of the taxable year after October 31 or, if there is no such loss, the net long-term capital loss or net short-term capital loss attributable to such portion of the taxable year) or late-year ordinary loss (generally, the sum of its net ordinary loss from the sale, exchange or other taxable disposition of property, attributable to the portion of the taxable year after October 31, as if incurred in the succeeding taxable year.
 If in a calendar year we fail to distribute at least an amount equal to the sum of 98% of our ordinary income for such year and 98.2% of our capital gain net income (adjusted for certain ordinary losses) for the one-year
 period ending on October 31 of such year (unless an election is made to use our taxable year), plus any such undistributed amounts from the prior year, we will be subject to a nondeductible 4% excise tax on the undistributed amounts. For purposes of the required excise tax distribution, a RIC's ordinary gains and losses from the sale, exchange or other taxable disposition of property that would otherwise be taken into account after October 31 of a calendar year generally (unless an election is made to use our taxable year) are treated as arising on January 1 of the following calendar year. Also, for these purposes, we will be treated as having distributed any amount on which we have been subject to corporate income tax in the taxable year ending with the calendar year. We reserve the right to pay the excise tax when circumstances warrant.
 We are authorized to borrow funds and to sell assets in order to satisfy distribution requirements. However, under the 1940 Act, we are not permitted to make distributions to our stockholders while our debt obligations and other senior securities are outstanding unless certain "asset coverage" tests are met. Moreover, our ability to dispose of assets to meet our distribution requirements may be limited by (1) the illiquid nature of our portfolio and/or (2) other requirements relating to our qualification as a RIC, including the diversification test described above. If we dispose of assets in order to meet the distribution test described above or to avoid the excise tax on undistributed amounts, we may make such dispositions at times that, from an investment standpoint, are not advantageous.
 We are not permitted to deduct capital losses in excess of capital gains ("net capital losses") against our net investment income. Instead, potentially subject to certain limitations, we may carry net capital losses from any taxable year forward to subsequent taxable years to offset capital gains, if any, realized during such subsequent taxable year. Capital loss carryforwards are reduced to the extent they offset current-year net realized capital gains, whether we retain or distribute such gains. Net capital losses will be carried forward to one or more subsequent taxable years without expiration to offset capital gains realized during such subsequent taxable years; any such carryforward losses will retain their character as short-term or long-term.

 Our ability to use net capital losses may be limited following the occurrence of certain (i) acquisitive reorganizations and (ii) shifts in the ownership of our shares by a shareholder owning or treated as owning 5% or more of our shares (each, an "ownership change"). The Code may similarly limit our ability to use any of our other capital losses, or ordinary losses, that have accrued but have not been recognized (i.e., "built-in"
 losses) at the time of an ownership change to the extent they are realized within the five-year period following the ownership change.
 Distributions to Shareholders

 Distributions not in excess of our current and accumulated earnings and profits are taxable to shareholders even if we paid them from income or gains, we earned before a shareholder invested in our shares (and such income and gains thus were included in the price the shareholder paid for its shares). Such distributions are taxable whether shareholders receive them in cash or reinvest them in additional shares through our distribution reinvestment plan. A shareholder who reinvests such distributions in shares through our distribution reinvestment plan will be treated as having received a dividend equal to the fair market value of the new shares issued to the shareholder.
 Dividends and other distributions we pay are generally treated under the Code as received by shareholders at the time the dividend or distribution is made. However, a dividend paid to shareholders in January of a year generally is deemed to have been paid by us on December 31 of the preceding year, if the dividend was declared and payable to shareholders of record on a date in October, November or December of that preceding year.
 The price of common shares purchased at any time may reflect the amount of a forthcoming distribution. If you purchase common shares just prior to a distribution, you will receive a distribution that will be taxable to you even though it economically represents in part a return of your invested capital.
 Your broker or other intermediary will send you information after the end of each year setting forth the amount and tax status of any dividends or other distributions, we pay to you.
 For U.S. federal income tax purposes, distributions of investment income are generally taxable as ordinary income. Taxes on distributions of capital gains are determined by how long we have owned or are treated as having owned the investments that generated them, rather than how long a shareholder has owned his or her shares. In general, we will recognize long-term capital gain or loss on investments we have owned (or are deemed to have owned) for more than one year, and short-term capital gain or loss on investments we have owned (or are deemed to have owned) for one year or less. Distributions of net capital gain that we properly report as capital gain dividends ("Capital Gain Dividends") will generally be taxable to shareholders as long-term capital gains. Distributions from capital gains are generally made after applying any available capital loss carryforwards. Distributions of net short-term capital gain (that is, the excess of net short-term capital gain over net long-term capital loss) will generally be taxable to shareholders receiving such distributions as ordinary income. Distributions of investment income we report as derived from "qualified dividend income" will be taxed in the hands of individuals at the rates applicable to long-term capital gain, provided holding period and other requirements are met at both the shareholder and corporate level. We do not expect a significant portion of our distributions to be derived from qualified dividend income.
 In order for some portion of the dividends received by one of our shareholders to be qualified dividend income, we must meet holding period and other requirements with respect to some portion of the dividend-paying stocks in our portfolio and the shareholder must meet holding period and other requirements with respect to our shares. In general, a dividend will not be treated as qualified dividend income (at either the corporate or shareholder level) (1) if the dividend is received with respect to any share of stock held for fewer than 61 days during the 121-day
 period beginning on the date which is 60 days before the date on which such share becomes ex-dividend
 with respect to such dividend (or, in the case of certain preferred stock, 91 days during the 181-day
 period beginning 90 days before such date), (2) to the extent that the recipient is under an obligation (whether pursuant to a short sale or otherwise) to make related payments with respect to positions in substantially similar or related property, (3) if the recipient elects to have the dividend income treated as investment income for purposes of the limitation on deductibility of investment interest, or (4) if the dividend is received from a foreign corporation that is (a) not eligible for the benefits of a comprehensive income tax treaty with the United States (with the exception of dividends paid on stock of such a foreign corporation readily tradable on an established securities market in the United States) or (b) treated as a passive foreign investment company.
 In general, dividends of net investment income received by our corporate shareholders will qualify for the dividends-received deduction generally available to corporations to the extent of the amount of eligible dividends we receive from domestic corporations for the taxable year. A dividend we receive will not be treated as a qualifying dividend (i) if it has been received with respect to any share of stock that we have held for less than 46 days (91 days in the case of certain preferred stock) during the 91-day
 period beginning

 on the date which is 45 days before the date on which such share becomes ex-dividend
 with respect to such dividend (during the 181-day
 period beginning 90 days before such date in the case of certain preferred stock) or (ii) to the extent that we are under an obligation (pursuant to a short sale or otherwise) to make related payments with respect to positions in substantially similar or related property. Moreover, the dividends-received deduction may be disallowed or reduced (i) if the corporate shareholder fails to satisfy the foregoing requirements with respect to our shares or (ii) by application of various provisions of the Code (for instance, the dividends-received deduction is reduced in the case of a dividend received on debt-financed portfolio stock (generally, stock acquired with borrowed funds)). We do not expect a significant portion of our distributions to be eligible for this corporate dividends-received deduction.

 Any distribution of income that is attributable to (i) income we receive in lieu of dividends with respect to securities on loan pursuant to a securities lending transaction or (ii) dividend income we receive on securities we temporarily purchased from a counterparty pursuant to a repurchase agreement under which for U.S. federal income tax purposes we are treated as a lender, such distribution will not constitute qualified dividend income to individual shareholders and will not be eligible for the dividends-received deduction for corporate shareholders.
 Effective for taxable years beginning after December 31, 2017 and before January 1, 2026, the Code generally allows individuals and certain other non-corporate
 entities a deduction for 20% of "qualified publicly traded partnership income," such as income from MLPs, and a deduction for 20% of qualified REIT dividends. Recently issued proposed regulations, which are currently in effect, allow a RIC to pass the character of its qualified REIT dividends through to its shareholders provided certain holding period requirements are met. As a result, a shareholder in the Company will be eligible receive the benefit of the same 20% deduction with respect to any qualified REIT dividends included in Company distributions that is available to direct investors in REITs, but a shareholder in the Company will not currently receive the benefit of the 20% deduction with respect to any MLP income included in Company distributions.
 The Code generally imposes a 3.8% Medicare contribution tax on the "net investment income" of certain individuals, estates and trusts to the extent their income exceeds certain amounts. Net investment income generally includes for this purpose dividends we pay, including any capital gain dividends and net capital gains recognized on the sale or exchange of our shares. Shareholders are advised to consult their tax advisors regarding the possible implications of this additional tax on their investment with us.
 If for any taxable year we were not a "publicly offered" RIC within the meaning of Code Section 67(c)(2)(B), certain of our direct and indirect expenses, including the management fee, the incentive fee and certain other advisory expenses, would be subject to special "pass-through" rules. Such rules would treat these expenses as additional dividends to certain of our direct or indirect shareholders (generally including other RICs that are not "publicly offered," individuals and entities that compute their taxable income in the same manner as an individual) and, under current law, are not deductible by those shareholders that are individuals (or entities that compute their taxable income in the same manner as an individual).
 Return of Capital Distributions

 If, for any taxable year, our total distributions exceed both current and accumulated earnings and profits, the excess will generally be treated as a tax-free
 return of capital up to the amount of your tax basis in our shares. The amount treated as a tax-free
 return of capital will reduce your tax basis in our shares, thereby increasing your potential gain or reducing your potential loss on the subsequent sale of our shares. Any amounts distributed to you in excess of your tax basis in our shares will be taxable to you as capital gain.
 Distributions we pay with respect to our shares are generally subject to U.S. federal income tax as described herein to the extent they do not exceed our realized income and gains, even though such dividends and distributions may economically represent a return of a particular shareholder's investment. Such distributions are likely to occur in respect of shares purchased at a time when our net asset value reflects either unrealized gains, or realized but undistributed income or gains, that were therefore included in the price the shareholder paid. Such distributions may reduce the value of our shares below the shareholder's cost basis in those shares. As described above, we are required to distribute realized income and gains regardless of whether our net asset value also reflects unrealized losses.
 Tax Implications of Certain Investments

 Some debt obligations with a fixed maturity date of more than one year from the date of issuance that we acquire in the secondary market may be treated as having "market discount." Very generally, market discount is the excess of the stated redemption price of a debt obligation (or in the case of an obligation issued with OID (as defined below), its "revised issue price") over the purchase price of such obligation. Subject to the discussion below regarding Section 451 of the Code, generally, any gain recognized on the disposition of, and any partial payment of principal on, a debt obligation having market discount is treated as ordinary income to the extent the gain, or principal payment, does not exceed the "accrued market discount" on such debt obligation. Alternatively, a holder may elect to accrue market discount currently. As of the date of this prospectus, we have made this election, and therefore we are required to include currently any accrued market discount on such debt obligations in our taxable income (as ordinary income)

 and thus distribute it over the terms of the obligations, even though payment of those amounts is not received until a later time, upon partial or full repayment or disposition of the applicable debt obligations. We reserve the right to revoke this election at any time pursuant to applicable IRS procedures. The rate at which market discount accrues, and thus is included in our income, will depend upon which of the permitted accrual methods we elect.
 In addition, some debt obligations with a fixed maturity date of more than one year from the date of issuance (and zero-coupon
 debt obligations with a fixed maturity date of more than one year from the date of issuance) that we originate or acquire will be treated as debt obligations that are issued originally at a discount. Generally, the amount of the original issue discount ("OID") is treated as interest income and is included in taxable income (and we are required to distribute it) over the term of the debt obligation, even though payment of that amount is not received until a later time, upon partial or full repayment or disposition of the debt obligation. In addition, payment-in-kind

 ("PIK") securities we originate or acquire will give rise to income which is required to be distributed and is taxable even though we receive no interest payment in cash on the security during the year in which the income was accrued.
 Some debt obligations with a fixed maturity date of one year or less from the date of issuance that we originate or acquire may be treated as having OID or, in certain cases, "acquisition discount" (very generally, the excess of the stated redemption price over the purchase price). Generally, we will be required to include the OID or acquisition discount in income (as ordinary income) over the term of the debt obligation and thus distribute it over the term of the debt obligation, even though payment of that amount is not received until a later time, upon partial or full repayment or disposition of the debt obligation. The rate at which OID or acquisition discount accrues, and thus is included in our income, will depend upon which of the permitted accrual methods we elect.
 Some preferred securities may include provisions that permit the issuer, at its discretion, to defer the payment of distributions for a stated period without any adverse consequences to the issuer. If we own a preferred security that is deferring the payment of its distributions, we may be required to report income for U.S. federal income tax purposes to the extent of any such deferred distribution even though we have not yet actually received the cash distribution.
 As a result of holding the foregoing kinds of obligations, we may be required to pay out as an income distribution each year an amount which is greater than the total amount of cash interest (or dividends in the case of preferred securities) we actually received. Such distributions may be made from, among other things, our cash assets or cash generated from our liquidation of portfolio securities. We may realize gains or losses from such liquidations. In the event we realize net long-term or short-term capital gains from such transactions, our shareholders may receive a larger capital gain or ordinary dividend, respectively, than they would in the absence of such transactions.
 Investments in distressed debt obligations that are at risk of or in default present special tax issues. Tax rules are not entirely clear about issues such as whether and to what extent we should recognize market discount on these debt obligations; when we may cease to accrue interest, OID or market discount; when and to what extent we may take deductions for bad debts or worthless securities; and how we should allocate payments received on obligations in default between principal and income. We will address these and other related issues when, as and if we invest in such obligations, in order to seek to ensure that we distribute sufficient income to preserve our eligibility for treatment as a RIC and do not become subject to U.S. federal income or excise tax.
 A portion of the OID accrued on certain high-yield discount obligations we own may not be deductible to the issuer and will instead be treated as a dividend paid by the issuer for purposes of the dividends-received deduction. In such cases, if the issuer of the obligation is a domestic corporation, dividend payments we make may be eligible for the dividends-received deduction to the extent of the deemed dividend portion of such OID.
 Our transactions in foreign currencies, foreign currency-denominated debt obligations and certain foreign currency options, futures contracts and forward contracts (and similar instruments) may give rise to ordinary income or loss to the extent such income or loss results from fluctuations in the value of the foreign currency concerned. Such ordinary income treatment may accelerate our distributions to shareholders and increase the distributions taxed to shareholders as ordinary income. We cannot carry forward any net ordinary losses so created to offset income or gains earned in subsequent years.
 Special tax rules may change the treatment of gains and losses we recognize when we make certain investments outside the United States. The application of these special rules may accelerate or increase our recognition of ordinary income or loss, and affect the timing, amount and/or character of our distributions. In addition, dividend, interest, capital gains and other income we receive from investments outside the United States may be subject to withholding and other taxes imposed by foreign countries. Tax treaties between the United States and other countries may reduce or eliminate such taxes. We do not expect that we will be eligible to elect to treat any foreign taxes we pay as paid by our shareholders, and therefore shareholders will not be entitled to claim a credit or deduction for such taxes on their own tax returns. Foreign taxes we pay or are withheld from us will reduce the return from our underlying investments.

 Some of our investments outside the United States, including our CLO investments, may be treated as investments in passive foreign investment companies ("PFICs"), as defined below, and could subject us to U.S. federal income tax (including interest charges) on distributions received from a PFIC or on proceeds received from the disposition of shares in a PFIC, which tax cannot be eliminated by making distributions to our shareholders. However, we may elect to avoid the imposition of that tax. For example, we may elect to treat a PFIC as a "qualified electing fund" ("QEF") (i.e., make a "QEF election"), in which case we will be required to include our share of the PFIC's income and net capital gain annually, regardless of whether it receives any distribution from the PFIC. Alternatively, we may elect to mark the gains (and to a limited extent the losses) in such holdings "to the market" as though we had sold (and, solely for purposes of this mark-to-market

 election, repurchased) our holdings in those PFICs on the last day of our taxable year. Such gains and losses are treated as ordinary income and loss. The QEF and mark-to-market

 elections may have the effect of accelerating the recognition of income (without the receipt of cash) and increasing the amount required to be distributed for us to avoid taxation. Making either of these elections therefore may require us to liquidate other investments (including when it is not advantageous to do so) to meet our distribution requirement, which also may accelerate the recognition of gain and affect our total return. Dividends paid by PFICs will not be eligible to be treated as qualified dividend income. In addition, whether a foreign corporation is a PFIC is not always entirely clear. Therefore, there is a risk, for example, that we may not realize that a foreign corporation in which we invest is a PFIC for U.S. federal tax purposes and thus we may fail to timely make a QEF or mark-to-market

 election in respect of that corporation, in which event we could be subject to the U.S. federal income taxes and interest charges described above.
 A PFIC is any foreign corporation in which (i) 75% or more of the gross income for the taxable year is passive income, or (ii) the average percentage of the assets (generally by value, but by adjusted tax basis in certain cases) that produce, or are held for the production of, passive income is at least 50%. Generally, passive income for this purpose means dividends, interest (including income equivalent to interest), royalties, rents, annuities, the excess of gains over losses from certain property transactions and commodities transactions, income from certain notional principal contracts, and foreign currency gains. Passive income for this purpose does not include rents and royalties received by the foreign corporation from active business and certain income received from related persons.
 If we own (directly or indirectly) 10% or more of the total combined voting power of all classes of stock of a foreign corporation or 10% or more of the total value of shares of all classes of stock of a foreign corporation that is treated as a controlled foreign corporation ("CFC") (including equity tranche investments and certain debt tranche investments in a CLO treated as CFC), we are a "U.S. Shareholder" for purposes of the CFC provisions of the Code. A CFC is a foreign corporation that, on any day of its taxable year, is owned (directly, indirectly, or constructively) more than 50% (measured by voting power or value) by U.S. Shareholders. A U.S. Shareholder is required to include in gross income for U.S. federal income tax purposes for each taxable year of the U.S. Shareholder its pro rata share of its CFC's "subpart F income" for the CFC's taxable year ending within the U.S. Shareholder's taxable year whether or not such income is actually distributed by the CFC. Subpart F income generally includes interest, OID, dividends, net gains from the disposition of stocks or securities, net gains from transactions (including futures, forward, and similar transactions) in commodities, receipts with respect to securities loans, and net payments received with respect to equity swaps and similar derivatives. Subpart F income is treated as ordinary income, regardless of the character of the CFC's underlying income. To the extent we invest in CFCs, if any, and recognize subpart F income in excess of actual cash distributions from such CFCs, if any, we may be required to sell assets (including when it is not advantageous to do so) to generate the cash necessary to distribute as dividends to our shareholders all of our income and gains and therefore to eliminate any corporate-level tax liability.
 We may make certain investments through one or more wholly-owned entities treated as corporations for U.S. federal income tax purposes. Such corporations may be required to pay U.S. federal, state and local corporate income or other tax on their earnings, which ultimately will reduce the return on our underlying investments.
 Income we realize from or the proceeds of dispositions of our non-U.S.
 investments may be subject to non-U.S.
 withholding or other taxes. We may otherwise be subject to non-U.S.
 taxation on repatriation proceeds generated from those investments or to other transaction-based non-U.S.
 taxes on those investments. Those withholding taxes or other taxes as well as any U.S. withholding taxes applicable to our investments, including in respect of investments in our wholly-owned subsidiaries, if any, will reduce the return on our investments.
 Our derivative transactions, as well as any of our other hedging, short sale or similar transactions, may be subject to one or more special tax rules (including, for instance, notional principal contract, mark-to-market,

 constructive sale, straddle, wash sale and short-sale rules). These rules may affect whether gains and losses we recognize are treated as ordinary or capital and/or as short-term or long-term, accelerate our recognition of income or gains, defer losses, and cause adjustments in the holding periods of our securities. The rules could therefore affect the amount, timing and/or character of our distributions to shareholders.
 Because the tax rules applicable to derivative financial instruments are in some cases uncertain under current law, an adverse determination or future guidance by the IRS with respect to these rules (which determination or guidance could be retroactive) may affect whether we have made sufficient distributions, and otherwise satisfied the relevant requirements, to maintain our qualification as a RIC and avoid a corporate-level tax.
 Certain of our derivative transactions and investments in foreign currency-denominated instruments, and any of our transactions in foreign currencies and hedging activities, are likely to produce a difference between our book income and the sum of our taxable income and net tax-exempt
 income (if any). If such a difference arises, and our book income is less than the sum of our taxable income

 and net tax-exempt
 income (if any), we could be required to make distributions exceeding book income to qualify as a RIC that is accorded special tax treatment and to avoid a corporate-level tax. In the alternative, if our book income exceeds the sum of our taxable income and net tax-exempt
 income (if any), the distribution (if any) of such excess generally will be treated as (i) a dividend to the extent of our remaining earnings and profits (including earnings and profits arising from any tax-exempt
 income), (ii) thereafter, as a return of capital to the extent of the recipient's basis in its shares, and (iii) thereafter, as gain from the sale or exchange of a capital asset.
 Pursuant to a notice issued by the IRS and Treasury Regulations that have yet to be issued but may apply retroactively, a portion of our income (including income allocated from certain pass-through entities) that is attributable to a residual interest in a real estate mortgage investment conduit or taxable mortgage pool (referred to in the Code as an "excess inclusion") will be subject to U.S. federal income tax in all events. This notice also provides, and the regulations are expected to provide, that excess inclusion income of a RIC will be allocated to shareholders of the RIC in proportion to the dividends received by such shareholders, with the same consequences as if the shareholders held the related interest directly. As a result, to the extent we invest in any such interests, it may not be a suitable investment for certain tax-exempt
 shareholders. Although we do not expect to make investments that generate or pass- through excess inclusion income in the manner described above, we may make such investments, and may need to make certain elections set forth in the IRS notice governing such matters.
 In general, excess inclusion income allocated to shareholders (i) cannot be offset by net operating losses (subject to a limited exception for certain thrift institutions), (ii) will constitute unrelated business taxable income ("UBTI") to entities (including a qualified pension plan, an individual retirement account, a 401(k) plan, a Keogh plan or other tax-exempt
 entity) subject to tax on UBTI, thereby potentially requiring such an entity that is allocated excess inclusion income, and otherwise might not be required to file a U.S. federal income tax return, to file such a tax return and pay tax on such income, and (iii) in the case of a non-U.S.
 shareholder, will not qualify for any reduction in U.S. federal withholding tax. A shareholder will be subject to U.S. federal income tax on such inclusions notwithstanding any exemption from such income tax otherwise available under the Code.
 Our ability to pursue our investment strategy, including a strategy focused on investments in CLOs, certain debt instruments and the generation of fee income, may be limited by our intention to qualify as a RIC and our strategy may bear adversely on our ability to so qualify.
 Backup Withholding

 Your broker or other intermediary may be required to withhold, for U.S. federal backup withholding tax purposes, a portion of the dividends, distributions and redemption proceeds payable to a non-corporate
 shareholder who fails to provide the broker or other intermediary with the shareholder's correct taxpayer identification number (in the case of an individual, generally, such individual's social security number) or to make the required certification, or who has been notified by the IRS that such shareholder is subject to backup withholding. Certain shareholders are exempt from backup withholding. Backup withholding is not an additional tax and any amount withheld may be refunded or credited against your U.S. federal income tax liability, if any, provided that you furnish the required information to the IRS.
 Sale or Exchange of Our Shares

 If you sell or otherwise dispose of our common shares, you will generally recognize a gain or loss in an amount equal to the difference between your tax basis in such shares and the amount you receive in exchange for such shares. Any such gain or loss generally will be long-term capital gain or loss if you have held (or are treated as having held) such shares for more than one year at the time of sale. All or a portion of any loss you realize on a taxable sale or exchange of your shares will be disallowed if you acquire other shares from us (whether through the automatic reinvestment of dividends or otherwise) within a 61-day
 period beginning 30 days before and ending 30 days after your sale or exchange of our shares. In such case, the basis of the shares acquired will be adjusted to reflect the disallowed loss. In addition, any loss realized upon a taxable sale or exchange of our shares held (or deemed held) by you for six months or less will be treated as long-term, rather than short-term, to the extent of any capital gain dividends received (or deemed received) by you with respect to those shares.
 You may be entitled to offset your Capital Gain Dividends with capital loss. The Code contains a number of statutory provisions affecting the circumstances under which capital loss may be offset against capital gain and limiting the use of loss from certain investments and activities. Accordingly, if you have capital losses, we urge you to consult your tax advisor.
 Upon the sale or exchange of our common shares, your broker or other intermediary generally will be required to provide you and the IRS with cost basis and certain other related tax information about the shares you sold or exchanged. This cost basis reporting requirement is effective for shares purchased, including through dividend reinvestment. Please consult your broker or other intermediary for more information regarding available methods for cost basis reporting and how to select a particular method. Please consult your tax advisor to determine which available cost basis method is best for you.

 When we make a tender offer for our shares (as described in "Share Repurchase Program") and you tender all common shares you hold, or are considered to be holding, and you do not hold (directly or by attribution) any other units of our shares (e.g., preferred shares, if any), you will be treated as having sold your shares and generally will realize a capital gain or loss. If you tender fewer than all of your common shares or continue to hold (directly or by attribution) other units of our shares (e.g., preferred shares, if any), there is some risk that you may be treated as having received a distribution under Section 301 of the Code ("Section 301 distribution") unless the redemption is treated as being either (i) "substantially disproportionate" or (ii) otherwise "not essentially equivalent to a dividend" under the relevant rules of the Code. A Section 301 distribution is not treated as a sale or exchange giving rise to a capital gain or loss, but rather is treated as a dividend to the extent supported by our current and accumulated earnings and profits, with the excess treated as a return of capital reducing your tax basis in Company shares, and thereafter as capital gain. Where a redeeming shareholder is treated as receiving a dividend, there is a risk that non-tendering
 shareholders whose interests in the Company increase as a result of such tender will be treated as having received a taxable distribution from us. Dividend treatment of a tender would also affect the amount and character of income that we are required to distribute for the year in which the redemption occurred. It is possible that such a dividend would qualify as "qualified dividend income"; otherwise, it would be taxable as ordinary income. To the extent we recognize net gains on the liquidation of portfolio securities to meet such tenders, we will be required to make additional distributions to our common shareholders.
 Non-U.S.
 Shareholders

 Distributions we pay to shareholders that are not "U.S. persons" within the meaning of the Code ("foreign shareholders") and that we properly report as (1) Capital Gain Dividends, (2) interest-related dividends, and (3) short-term capital gain dividends, each as defined below and subject to certain conditions described below, generally are not subject to withholding of U.S. federal income tax.
 In general, the Code defines (1) "short-term capital gain dividends" as distributions of net short-term capital gains in excess of net long-term capital losses and (2) "interest-related dividends" as distributions from U.S. source interest income of types similar to those not subject to U.S. federal income tax if earned directly by an individual foreign shareholder, in each case to the extent such distributions are properly reported as such by us in a written notice to shareholders. The exceptions to withholding for Capital Gain Dividends and short-term capital gain dividends do not apply to (A) distributions to an individual foreign shareholder who is present in the United States for a period or periods aggregating 183 days or more during the year of the distribution and (B) distributions attributable to gain that is treated as effectively connected with the conduct by the foreign shareholder of a trade or business within the United States under special rules regarding the disposition of U.S. real property interests. The exception to withholding for "interest-related dividends" does not apply to distributions to a foreign shareholder (A) that has not provided a satisfactory statement that the beneficial owner is not a U.S. person, (B) to the extent that the dividend is attributable to certain interest on an obligation if the foreign shareholder is the issuer or is a 10% shareholder of the issuer, (C) that is within certain foreign countries that have inadequate information exchange with the United States, or (D) to the extent the dividend is attributable to interest paid by a person that is a related person of the foreign shareholder and the foreign shareholder is a controlled foreign corporation. We are permitted to report such part of our dividends as interest-related and/or short-term capital gain dividends as are eligible, but are not required to do so. In the case of shares held through an intermediary, the intermediary may withhold even if we report all or a portion of a payment as an interest-related or short-term capital gain dividend to shareholders.
 Foreign shareholders should contact their intermediaries regarding the application of these rules to their accounts.
 Distributions to foreign shareholders other than Capital Gain Dividends, interest-related dividends, and short-term capital gain dividends (e.g., dividends attributable to dividend and foreign-source interest income or to short-term capital gains or U.S. source interest income to which the exception from withholding described above does not apply) are generally subject to withholding of U.S. federal income tax at a rate of 30% (or lower applicable treaty rate).
 A foreign shareholder is not, in general, subject to U.S. federal income tax on gains (and is not allowed a deduction for losses) realized on the sale of our shares unless (i) such gain is effectively connected with the conduct of a trade or business carried on by such holder within the United States, (ii) in the case of an individual holder, the holder is present in the United States for a period or periods aggregating 183 days or more during the year of the sale and certain other conditions are met, or (iii) certain special rules relating to gain attributable to the sale or exchange of U.S. real property interests apply to the foreign shareholder's sale of our shares.
 Foreign shareholders with respect to whom income from us is effectively connected with a trade or business conducted by the foreign shareholder within the United States will in general be subject to U.S. federal income tax on the income derived from us at the graduated rates applicable to U.S. citizens, residents or domestic corporations, whether such income is received in cash or reinvested in additional units of our shares and, in the case of a foreign corporation, may also be subject to a branch profits tax. If a foreign shareholder is eligible for the benefits of a tax treaty, any effectively connected income or gain will generally be subject to U.S. federal income tax on a net basis only if it is also attributable to a permanent establishment maintained by the shareholder in the United States. More generally, foreign shareholders who are residents of a country with an income tax treaty with the United States may obtain different tax results than those described herein and are urged to consult their tax advisors.

 In order to have qualified for any exemption from withholding described above (to the extent applicable) or for lower withholding tax rates under income tax treaties, or to establish an exemption from backup withholding, a foreign shareholder must have complied with applicable certification and filing requirements relating to its non-U.S.
 status (including, in general, furnishing an IRS Form W-8BEN,
 Form W-8BEN-E

 or substitute form). Foreign shareholders should contact their tax advisors in this regard.
 Special rules (including withholding and reporting requirements) apply to foreign partnerships and those holding our shares through foreign partnerships. Additional considerations may apply to foreign trusts and estates. Investors holding our shares through foreign entities should consult their tax advisors.
 A foreign shareholder may be subject to state and local tax and to the U.S. federal estate tax in addition to the U.S. federal tax on income referred to above.
 Other Reporting and Withholding Requirements

 Sections 1471-1474 of the Code, and the U.S. Treasury Regulations and IRS guidance issued thereunder (collectively, "FATCA"), generally require us to obtain information sufficient to identify the status of each of our shareholders under FATCA or under an applicable intergovernmental agreement (an "IGA"). If a shareholder fails to provide the required information or otherwise fails to comply with FATCA or an IGA, we or our agent may be required to withhold under FATCA 30% of ordinary dividends that we pay to that shareholder and, after December 31, 2018, 30% of the gross proceeds of the sale, redemption or exchange of our shares and certain capital gain dividends we pay to that shareholder. If we make a payment that is subject to FATCA withholding, we, or our agent, are required to withhold even if the payment would otherwise be exempt from withholding under rules applicable to non-U.S.
 shareholders (e.g., Capital Gain Dividends, short-term capital gain dividends and interest-related dividends). You are urged to consult your tax advisor regarding the applicability of FATCA and any other reporting requirements. In addition, foreign countries are considering, and may implement, laws similar in purpose and scope to FATCA.
 The discussions set forth herein do not constitute tax advice, and you are urged to consult your own tax adviser to determine the specific U.S. federal, state, local and foreign tax consequences to you of investing with us.

 Item 1A.

 Risk Factors.

 Before you invest in our shares you should be aware of various risks associated with an investment in shares of our common stock, as well as risks generally associated with investment in a company with investment objectives, investment policies, capital structure or trading markets similar to ours. You should carefully consider these risk factors, together with all of the other information included in this annual report on Form 10-K
 and the other reports and documents filed by us with the SEC before you decide whether to make an investment in our common stock. The risks set out below 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 results of operations. If any of the following events occur, our business, financial condition and results of operations could be materially adversely affected. In such case, our net asset value and the trading price of our common stock could decline, and you may lose all or part of your investment.

 Geopolitical concerns and other global events, including, without limitation, trade conflict, national and international political circumstances (including wars, terrorist acts or security operations) and pandemics or other severe public health events, have contributed and may continue to contribute to volatility in global equity and debt markets. Such concerns have contributed and may continue to contribute to volatility in global equity and debt markets.
 An outbreak of respiratory disease caused by a novel coronavirus was first detected in China in December 2019 and subsequently spread globally ("COVID-19").
 This coronavirus has resulted and may continue to result in the closing of borders, enhanced health screenings, disruptions to healthcare service preparation and delivery, quarantines, cancellations, disruptions to supply chains and customer activity, as well as general anxiety and economic uncertainty.
 The impact of this coronavirus has resulted in substantial economic volatility. Health crises caused by outbreaks, such as the coronavirus outbreak, may exacerbate other pre-existing
 political, social and economic risks. The impact of this outbreak, and other epidemics and pandemics that may arise in the future, could continue to negatively affect the worldwide economy, as well as the economies of individual countries, individual companies, including certain Company service providers and issuers of the Company's investments, and the markets in general in significant and unforeseen ways. In addition, governments, their regulatory agencies, or self-regulatory
 organizations may take actions in response to the pandemic, including significant fiscal and monetary policy changes, that may affect the instruments in which the Company invests or the issuers of such instruments. Any such impact could adversely affect the Company's performance.

 In addition to the factors described above, other factors described herein that may affect market, economic and geopolitical conditions, and thereby adversely affect our business include, without limitation:

 •

 economic slowdown in the U.S. and internationally;

 •

 changes in interest rates and/or a lack of availability of credit in the U.S. and internationally;

 •

 commodity price volatility; and

 •

 changes in law and/or regulation, and uncertainty regarding government and regulatory policy.

 Risks Relating to our Business and Structure

 Operating under the constraints imposed on us as a BDC and RIC may hinder the achievement of our investment objective.

 The 1940 Act and the Code impose numerous constraints on the operations of business development companies and RICs that do not apply to certain other investment vehicles managed by the Adviser and its affiliates. Business development companies are required, for example, to invest at least 70% of their total assets primarily in securities of U.S. private or thinly traded public companies, cash, cash equivalents, U.S. government securities and other high-quality debt instruments that mature in one year or less from the date of investment. Subject to certain exceptions for follow-on
 investments and distressed companies, an investment in an issuer that has outstanding securities listed on a national securities exchange may be treated as qualifying assets only if such issuer has a common equity market capitalization that is less than $250 million at the time of such investment. In addition, qualification for the special tax treatment accorded RICs and their shareholders requires satisfaction of source-of-income,

 asset diversification and distribution requirements. We and our Adviser have limited experience operating under the constraints applicable to BDCs, which may hinder our ability to take advantage of attractive investment opportunities and to achieve our investment objective. As a result, we cannot assure you that our Adviser will be able to operate our business successfully under these constraints. Any failure to do so could subject us to enforcement action by the SEC, cause us to fail to satisfy the requirements for qualifying to be treated as a RIC, cause us to fail the 70% test described above or otherwise have a material adverse effect on our business, financial condition or results of operations.
 We may be precluded from investing in what we believe are attractive investments if such investments are not qualifying assets for purposes of the 1940 Act. If we do not invest a sufficient portion of our assets in qualifying assets, we could violate the 1940 Act provisions applicable to business development companies and possibly lose our status as a BDC, which would have a material adverse effect on our business, financial condition and results of operations. Similarly, these rules could prevent us from making follow-on
 investments in existing portfolio companies (which could result in the dilution of our position) or could require us to dispose of investments at inopportune times in order to comply with the 1940 Act. If we need to dispose of such investments quickly, it may be difficult to do so on favorable terms, or at all. For example, we may have difficulty finding a buyer and, even if we do find a buyer, we may have to sell such investments for less than we could have received if we were able to sell them at a later time.
 We depend upon key personnel of the Adviser and its affiliates.

 We are an externally managed BDC and therefore we do not have any internal management capacity or employees. We will depend on the diligence, skill and network of business contacts of the Adviser to achieve our investment objective. We expect the Adviser to evaluate, negotiate, structure, close and monitor our investments in accordance with the terms of the Investment Advisory Agreement.
 We depend upon the senior professionals of the Adviser to maintain relationships with potential sources of lending opportunities, and we intend to rely heavily upon these relationships to provide us with potential investment opportunities. We cannot assure you that these individuals will continue to indirectly provide investment advice to us. We do not intend to purchase any "key person" insurance coverage respecting such investment personnel. If these individuals do not maintain their existing relationships with our Adviser, maintain existing relationships or develop new relationships with other sources of investment opportunities, we may not be able to grow our investment portfolio. In addition, individuals with whom the senior professionals of our Adviser have relationships are not obligated to provide us with investment opportunities. Therefore, we can offer no assurance that such relationships will generate investment opportunities for us.

 If our Adviser is unable to manage our investments effectively, we may be unable to achieve our investment objective.

 Our ability to achieve our investment objective will depend upon our ability to manage and grow our business. This will depend, in turn, on our Adviser's ability to identify, invest in and monitor companies that meet our investment criteria. The achievement of our investment objective on a cost-effective basis will depend upon our Adviser's execution of our investment process, its ability to provide competent, attentive and efficient services to us and our access to financing on acceptable terms. Our Adviser will have substantial responsibilities under the Investment Advisory Agreement. The personnel of our Adviser are engaged in other business activities and may be called upon to provide managerial assistance to our portfolio companies, either of which could distract them, divert their time and attention such that they could no longer dedicate a significant portion of their time to our businesses or otherwise slow our rate of investment. Any failure to manage our business and our future growth effectively could have a material adverse effect on our business, financial condition, results of operations and cash flows.
 An investment in our shares is not an investment in existing funds, accounts or other investment vehicles managed by the Adviser or its affiliates except to the extent that we, consistent with the 1940 Act, invest in such entities. Our performance, therefore, is distinct from the prior performance of such entities.

 Our primary focus in making investments generally differs from that of existing investment funds, accounts or other investment vehicles that are or have been managed or sponsored by the Adviser or its affiliates. In addition, investors in our common stock are not acquiring an interest in any such investment funds, accounts or other investment vehicles that are or have been managed or sponsored by the Adviser or its affiliates. While we may consider co-investing
 in portfolio investments with other investment funds, accounts or investment vehicles managed or sponsored by the Adviser or its affiliates, our ability to make such investments will be limited by the 1940 Act, including, potentially, requiring the prior approval of our independent directors. We and the Adviser have obtained an exemptive order dated April 19, 2016 from the SEC to permit co-investments
 among the Company and other accounts managed by the Adviser or its affiliates, subject to certain conditions. We may also invest alongside our Adviser's other clients as otherwise permissible under regulatory guidance, applicable regulations and the allocation policy of our Adviser and its affiliates. We also cannot assure you that we will replicate the historical results achieved by the Adviser or its affiliates, and we caution you that our investment returns could be substantially lower than the returns achieved by them in prior periods. Additionally, all or a portion of the prior results may have been achieved in particular market conditions which may never be repeated.
 The highly competitive market for investment opportunities in which we operate may limit our investment opportunities.

 A number of entities compete with us to make the types of investments we plan to make in middle- market companies. We compete with public and private funds, including other business development companies, commercial and investment banks, commercial financing companies, and, to the extent they provide an alternative form of financing, private equity funds. Additionally, as competition for investment opportunities increases, alternative investment vehicles, such as hedge funds, may invest in middle-market companies. As a result of these new entrants, competition for investment opportunities in middle-market companies may intensify. Many of our potential competitors are substantially larger and have access to considerably greater financial, technical and marketing resources than we do. For example, some competitors may have a lower cost of funds and access to funding sources that are not available to us which could allow them to offer more favorable terms to borrowers. In addition, some of our competitors have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of investments and establish more relationships than us. Furthermore, many of our competitors are not subject to the regulatory restrictions the 1940 Act imposes on us as a BDC. We cannot assure you that the competitive pressures we face will not have a material adverse effect on our business, financial condition and results of operations. Also, as a result of this competition, we may not be able to take advantage of attractive investment opportunities from time to time, and we can offer no assurance that we will be able to identify and make investments that are consistent with our investment objective. Participants in our industry compete on several factors, including price, flexibility in transaction structuring, customer service, reputation, market knowledge and speed in decision-making. We will not seek to compete primarily based on the interest rates we offer, and we believe that some of our competitors may make loans with interest rates that are lower than the rates we offer. We may lose investment opportunities if we do not match our competitors' pricing, terms and structure. However, if we match our competitors' pricing, terms and structure, we may reduce our net investment income and increase our risk of credit loss.

 The global capital markets are in a period of disruption and instability. These market conditions materially and adversely affected debt and equity capital markets in the United States and abroad, which could have a negative impact on our business, financial condition and results of operations.

 Uncertainties surrounding the sovereign debt of a number of European Union (EU) countries and the viability of the EU have disrupted and may in the future disrupt markets in the United States and around the world. If one or more countries leave the EU or the EU dissolves, the world's securities markets likely will be significantly disrupted. On January 31, 2020, the UK left the EU, commonly referred to as "Brexit," and the UK ceased to be a member of the EU. Following a transition period during which the EU and the UK Government engaged in a series of negotiations regarding the terms of the UK's future relationship with the EU, the EU and the UK Government signed an agreement on December 30, 2020 regarding the economic relationship between the UK and the EU. This agreement became effective on a provisional basis on January 1, 2021 and formally entered into force on May 1, 2021. While the full impact of Brexit is unknown, Brexit has already resulted in volatility in European and global markets. There remains significant market uncertainty regarding Brexit's ramifications, and the range of potential outcomes of possible political, regulatory, economic, and market outcomes are difficult to predict. This uncertainty may affect other countries in the EU and elsewhere, and may cause volatility within the EU, triggering prolonged economic downturns in certain countries within the EU. Despite the influence of the lockdowns, and the economic bounce back, Brexit has had a material impact on the UK's economy. Additionally, trade between the UK and the EU did not benefit from the global rebound in trade in 2021, and remained at the very low levels experienced at the start of the novel coronavirus (COVID-19)
 pandemic in 2020, highlighting Brexit's potential long-term effects on the UK economy. In addition, Brexit may create additional and substantial economic stresses for the UK, including a contraction of the UK economy and price volatility in UK stocks, decreased trade, capital outflows, devaluation of the British pound, wider corporate bond spreads due to uncertainty and declines in business and consumer spending as well as foreign direct investment. Brexit may also adversely affect UK-based
 financial firms that have counterparties in the EU or participate in market infrastructure (trading venues, clearing houses, settlement facilities) based in the EU. Additionally, the spread of the novel coronavirus (COVID-19)
 pandemic is likely to continue to stretch the resources and deficits of many countries in the EU and throughout the world, increasing the possibility that countries may be unable to make timely payments on their sovereign debt. These events and the resulting market volatility may have an adverse effect on the performance of the Company.
 Political and military events, including in Russia, North Korea, Venezuela, Iran, Ukraine, Syria, and other areas of the Middle East, and nationalist unrest in Europe and South America, also may cause market disruptions. As a result of continued political tensions and armed conflicts, including the Russian invasion of Ukraine commencing in February of 2022, the extent and ultimate result of which are unknown at this time, the United States and the EU, along with the regulatory bodies of a number of countries, have imposed economic sanctions on certain Russian corporate entities and individuals, and certain sectors of Russia's economy, which may result in, among other things, the continued devaluation of Russian currency, a downgrade in the country's credit rating, and/or a decline in the value and liquidity of Russian securities, property or interests. These sanctions could also result in the immediate freeze of Russian securities and/or funds invested in prohibited assets, impairing the ability of the Company to buy, sell, receive or deliver those securities and/or assets. These sanctions or the threat of additional sanctions could also result in Russia taking counter measures or retaliatory actions, which may further impair the value and liquidity of Russian securities. The United States and other nations or international organizations may also impose additional economic sanctions or take other actions that may adversely affect Russia-exposed issuers and companies in various sectors of the Russian economy. Any or all of these potential results could lead Russia's economy into a recession. Economic sanctions and other actions against Russian institutions, companies, and individuals resulting from the ongoing conflict may also have a substantial negative impact on other economies and securities markets both regionally and globally, as well as on companies with operations in the conflict region, the extent to which is unknown at this time. The United States and the EU have also imposed similar sanctions on Belarus for its support of Russia's invasion of Ukraine. Additional sanctions may be imposed on Belarus and other countries that support Russia. Any such sanctions could present substantially similar risks as those resulting from the sanctions imposed on Russia, including substantial negative impacts on the regional and global economies and securities markets.
 Any return of the U.S. or global economic downturn or a recession period in the United States could adversely impact our investments. In addition, social and political tensions and conflict around the world, and particularly in the Middle East, may continue to contribute to increased market volatility, may have long-term effects on the U.S. and worldwide financial markets and may cause further economic uncertainty or deterioration in the United States and worldwide. We do not know how long the financial markets will continue to be affected by these events and cannot predict the effects of these or similar events in the future on the U.S. economy and securities markets, the global economy and securities markets or on our investments. We monitor developments and seek to manage our investments in a manner consistent with achieving our investment objective, but there can be no assurance that we will be successful in doing so, and we may not timely anticipate or manage existing, new or additional risks, contingencies or developments, including regulatory developments in the current or future market environment.
 While these conditions persist, we and other companies in the financial services sector may be required to, or may choose to, seek access to alternative markets for debt and equity capital. Equity capital may be difficult to raise because, subject to certain limited exceptions, as a BDC, we are not generally able to issue and sell our common stock at a price below net asset value per share without first obtaining approval for such issuance from our stockholders and independent directors. In addition, the debt capital that will be available to us, if at all, may be at a higher cost and on terms and conditions that may be less favorable than we expect, which, if incurred, could negatively affect our financial performance and results in the future. In addition, the portfolio companies in which we

 invest may not be able to service or refinance their debt, which could materially and adversely affect our financial condition, as we could experience reduced income or even losses. The inability to raise capital and the risk of portfolio company defaults may have a negative effect on our business, financial condition and results of operations. Another prolonged period of market illiquidity may also cause us to reduce the volume of loans we originate and/or fund below historical levels and adversely affect the value of our portfolio investments, which could have a material and adverse effect on our business, financial condition and results of operations.
 Moreover, recent market conditions have made, and may in the future make, it difficult to extend the maturity of or refinance our existing indebtedness and any failure to do so could have a material adverse effect on our business, financial condition and results of operations. The illiquidity of our investments may make it difficult for us to sell such investments if required. As a result, we may realize significantly less than the value at which we have recorded our investments.
 Capital markets volatility also affects our investment valuations. While most of our investments will not be publicly traded, applicable accounting standards require us to assume as part of our valuation process that our investments are sold in a principal market to market participants (even if we plan on holding an investment through its maturity). As a result, volatility in the capital markets can adversely affect our valuations.
 We have elected to be treated as a RIC and intend each year to qualify and to be eligible to be treated as such. If we fail to qualify for treatment as a RIC, we will, among other things, be subject to corporate-level income tax.

 We have elected to be treated as a RIC under Subchapter M of the Code and intend each year to qualify and be eligible to be treated as such. In order to qualify for the special tax treatment accorded RICs and their shareholders, we must meet certain gross income, diversification and distribution requirements. A RIC generally is not subject to tax at the corporate level on income and gains from investments that are timely distributed to shareholders. Our ability to pursue our investment strategy, including a strategy focused on investments in CLOs, certain debt instruments and the generation of fee income, may be limited or adversely affected by our intention to qualify as a RIC and our strategy may bear adversely on our ability to so qualify. Our failure to qualify as a RIC would result in, among other things, corporate-level taxation, and consequently, a reduction in the value of an investment in our shares.
 If we failed to qualify for treatment as a RIC, we would be subject to tax on all our taxable income at regular corporate rates and all of our distributions from earnings and profits (including from net long-term capital gains) would be taxable to stockholders as ordinary income. We would not be able to deduct distributions to stockholders, nor would we be required to make such distributions. Distributions, including distributions of net long-term capital gain, would generally be taxable to our stockholders as ordinary dividend income to the extent of our current and accumulated earnings and profits. Subject to certain limitations under the Code, corporate stockholders would be eligible to claim a dividends-received deduction with respect to such dividends, and non-corporate
 stockholders would generally be able to treat such dividends as "qualified dividend income," which is subject to reduced rates of U.S. federal income tax. To the extent such distributions exceed our current and accumulated earnings and profits, such excess distributions will be treated first as a return of capital to the extent of a stockholder's tax basis in his or her shares, and then as a capital gain. Reducing a stockholder's tax basis will have the effect of increasing his or her gain (or reducing loss) on a subsequent sale of shares. If we fail to qualify as a RIC for a period greater than two consecutive taxable years, to qualify as a RIC in a subsequent year we may be subject to regular corporate tax on any net built-in
 gains with respect to certain of our assets (i.e., the excess of the aggregate gains, including items of income, over aggregate losses that would have been realized with respect to such assets if we had been liquidated) that we elect to recognize on requalification or when recognized over the next ten years.
 Our distributions may exceed our net investment income. As a result, portions of the distributions that we make may represent a return of capital to you for tax purposes, which will lower your tax basis in your shares and reduce the amount of funds we have available for investment in targeted assets.

 A return of capital is a return of your investment rather than a return of earnings or gains derived from our investment activities and will be made after the offering, including any fees payable to our Adviser. Although a return of capital is not currently taxable, it will lower your tax basis in your shares, which may increase your gain or decrease your loss in connection with a sale of our shares.
 We may have difficulty paying our required distributions if we recognize income before or without receiving cash representing such income.

 For U.S. federal income tax purposes, we will include in income certain amounts that we have not yet received in cash, such as original issue discount, which may arise if we receive warrants in connection with the making of a loan or possibly in other circumstances, or PIK interest, which represents contractual interest added to the loan balance and due at the end of the loan term. Such original issue discount, which could be significant relative to our overall investment assets and increases in loan balances as a result of PIK interest will be included in income before we receive any corresponding cash payments. We also may be required to include in income certain other amounts that we will not receive in cash.

 Accordingly, in order to qualify for the special tax treatment accorded RICs and their shareholders, we may be required to distribute income accrued prior to the receipt of cash and thus we may have to sell some of our investments at times we would not consider advantageous, raise additional debt or equity capital or reduce new investment originations to meet these distribution requirements.
 We may retain a portion of our earnings and be subject to excise tax on such earnings.

 If we fail to distribute in a calendar year at least an amount equal to the sum of 98% of our ordinary income for such year and 98.2% of our capital gain net income (adjusted for certain ordinary losses) for the one-year
 period ending on October 31 of such year (unless an election is made to use our taxable year), plus any such undistributed amounts from the prior year, we will be subject to a nondeductible 4% excise tax on the undistributed amounts. We reserve the right to pay the excise tax when circumstances warrant.
 Potential tax consequences if we were not a "publicly offered" RIC

 If for any taxable year we were not a "publicly offered" RIC within the meaning of Code Section 67(c)(2)(B), certain of our direct and indirect expenses, including the management fee, the incentive fee and certain other advisory expenses, would be subject to special "pass-through" rules. Such rules would treat these expenses as additional dividends to certain of our direct or indirect shareholders (generally including other RICs that are not "publicly offered," individuals and entities that compute their taxable income in the same manner as an individual) and, under current law, are not deductible by those shareholders that are individuals (or entities that compute their taxable income in the same manner as an individual).
 To qualify for the special tax treatment accorded to RICs and their shareholders, we must, among other things, distribute to our shareholders with respect to each taxable year at least 90% of the sum of our "investment company taxable income" (as that term is defined in the Code, without regard to the deduction for dividends paid—generally taxable ordinary income and the excess, if any, of net short-term capital gains over net long-term capital losses) and any net tax-exempt
 interest income (the excess of our gross tax-exempt
 interest over certain disallowed deductions), for such year, in a manner qualifying for the dividends paid deduction. If we were not a "publicly offered" RIC within the meaning of Code Section 67(c)(2)(B) for any taxable year, such status would potentially render distributions to our shareholders non-deductible
 by virtue of the terms of our distribution reinvestment plan, which would bear adversely on our ability to satisfy the distribution requirements to qualify as a RIC accorded special tax treatment for such year.
 If we make loans to borrowers that include PIK interest or accretion of original issue discount provisions, this could increase the risk of default by our borrowers.

 Some of the loans we make or acquire may provide for the payment by borrowers of PIK interest or accreted original issue discount at maturity. Such loans have the effect of deferring a borrower's payment obligation until the end of the term of the loan, which may make it difficult for us to identify and address developing problems with borrowers in terms of their ability to repay us. Particularly in a rising interest rate environment, loans containing PIK and original issue discount provisions can give rise to negative amortization on a loan, resulting in a borrower owing more at the end of the term of a loan than what it owed when the loan was originated. Any such developments may increase the risk of default on our loans by borrowers.
 Any PIK interest payments we receive will increase our assets under management and, as a result, will increase the amount of base management fees payable by us to our Adviser.

 Certain of our debt investments may contain provisions providing for the payment of PIK interest. Because PIK interest results in an increase in the size of the loan balance of the underlying loan, the receipt by us of PIK interest will have the effect of increasing our assets under management. As a result, because the base management fee that we pay to our Adviser is based on the value of our consolidated gross assets, the receipt by us of PIK interest will result in an increase in the amount of the base management fee payable by us regardless of whether the PIK interest income is ever realized. In addition, any such increase in a loan balance due to the receipt of PIK interest will cause such loan to accrue interest on the higher loan balance, which will result in an increase in our pre-incentive
 fee net investment income and, as a result, an increase in incentive fees that are payable by us to our Adviser.
 Regulations governing our operation as a BDC will affect our ability to raise, and the way in which we raise, additional debt or equity capital.

 We expect that we will require a substantial amount of capital. We may issue debt securities or preferred stock and/or borrow money from banks or other financial institutions, which we refer to collectively as "senior securities," up to the maximum amount permitted by the 1940 Act. Under the provisions of the 1940 Act, we will be permitted as a BDC to issue senior securities only in amounts such that our asset coverage, as defined in the 1940 Act, equals at least 200% after each issuance of senior securities. If the value of our assets declines, we may be unable to satisfy this test. If that happens, we may be required to sell a portion of our investments at a time when such sales may be disadvantageous and, depending on the nature of our leverage, repay a portion of our indebtedness.

 Senior Securities.

 If we issue senior securities, we will be exposed to typical risks associated with leverage, including an increased risk of loss. If we issue preferred stock, such securities would rank "senior" to common stock in our capital structure, and preferred stockholders would have separate voting rights, dividend and liquidation rights, and possibly other rights, preferences or privileges more favorable than those granted to holders of our common stock. Furthermore, the issuance of preferred stock could have the effect of delaying, deferring or preventing a transaction or a change of control that might involve a premium price for our common stockholders or otherwise be in your best interest.
 Additional Common Stock.

 The Board may decide to issue common stock to finance our operations rather than issuing debt or other senior securities. As a BDC, we are not generally able to issue and sell our common stock at a price below current net asset value per share. We may, however, issue or sell our common stock at a price below the current net asset value of the common stock, or sell warrants, options or rights to acquire such common stock, at a price below the current net asset value of the common stock if the Board determines that such sale is in the best interests of us and our stockholders, and if our stockholders approve such sale within 12 months prior to such sale. In any such case, the price at which our securities are to be issued and sold may not be less than a price which, in the determination of the Board, closely approximates the fair value of such securities as determined by the Adviser, as the Company's valuation designee. We also may conduct rights offerings at prices per share less than the net asset value per share, subject to the requirements of the 1940 Act. If we raise additional funds by issuing additional common stock or senior securities convertible into, or exchangeable for, our common stock, the ownership percentage of our stockholders at that time would decrease, and our stockholders may experience dilution.
 If we enter into securitization transactions, we may be subject to additional risks.

 In addition to issuing securities to raise capital as described above, we may securitize our loans to generate cash for funding new investments. To securitize loans, we may create a wholly-owned subsidiary, contribute a pool of loans to the subsidiary and have the subsidiary issue primarily investment grade debt securities to purchasers who we would expect to be willing to accept a substantially lower interest rate than the loans earn. Even though we expect the pool of loans that we contribute to any such securitization vehicle to be rated below investment grade, because the securitization vehicle's portfolio of loans would secure all of the debt issued by such vehicle, a portion of such debt may be rated investment grade, subject in each case to market conditions that may require such portion of the debt to be over collateralized and various other restrictions. If applicable accounting pronouncements or SEC staff guidance require us to consolidate the securitization vehicle's financial statements with our financial statements, any debt issued by it would be generally treated as if it were issued by us for purposes of the asset coverage ratio applicable to us. In such case, we would expect to retain all or a portion of the equity and/or subordinated notes in the securitization vehicle. Our retained equity would be exposed to any losses on the portfolio of loans before any of the debt securities would be exposed to such losses. Accordingly, if the pool of loans experienced a low level of losses due to defaults, we would earn an incremental amount of income on our retained equity, but we would be exposed, up to the amount of equity we retained, to that proportion of any losses we would have experienced if we had continued to hold the loans in our portfolio. We would have no direct ability to enforce the payment obligations on the loans contributed to the securitization vehicle. We may hold subordinated debentures in any such securitization vehicle and, if so, we would not consider such securities to be senior securities. An inability to successfully securitize our loan portfolio could limit our ability to grow our business and fully execute our business strategy and adversely affect our earnings, if any. Moreover, the successful securitization of a portion of our loan portfolio might expose us to losses as the residual loans in which we do not sell interests will tend to be those that are riskier and less liquid. Any fee payable under any servicing or collateral management agreement in respect of the securitization would be offset in an amount equal to the base management fee payable under the Investment Advisory Agreement.
 As part of the securitization transaction, we would likely enter into an agreement under which we would be required to repurchase any loan (or participation interest therein) which was sold to the securitization vehicle in breach of any representation or warranty made by us with respect to such loan on the date such loan was sold.
 The structure of a securitization transaction is intended to prevent, in the event of our bankruptcy, the consolidation of the securitization vehicle with our operations. If the true sale of these assets were not respected in the event of our insolvency, a trustee or debtor-in-possession

 might reclaim the assets of the securitization vehicle for our estate. However, in doing so, we would become directly liable for all of the indebtedness then outstanding under the securitization transaction, which would equal the full amount of debt of the securitization vehicle reflected on our consolidated balance sheet.

 Recourse to us by the securitization vehicle would be limited and generally consistent with the terms of other similarly structured finance transactions. In a securitization transaction, we would sell and/or contribute to the securitization vehicle all of our ownership interest in certain of our portfolio loans and participations for the purchase price and other consideration set forth in the securitization agreement. This transfer would be structured by its terms to provide limited recourse to us by the securitization vehicle relating to certain representations and warranties with respect to certain characteristics including title and quality of the portfolio loans that were transferred to the securitization vehicle. If we breached these representations and warranties and such breach materially and adversely affected the value of the portfolio loans or the interests of holders of notes issued by the securitization vehicle, then we could be required to (a) cure such breach in all material respects, (b) repurchase the portfolio loan or loans subject to such breach or (c) remove the portfolio loan or loans subject to such breach from the pool of loans and other assets held by the securitization vehicle and substitute a portfolio loan or loans that meet the requirements of the securitization documents. This repurchase and substitution obligation of us would constitute the sole remedy available against us for any breach of a representation or warranty related to the portfolio loans transferred to the securitization vehicle.
 We intend to finance our investments with borrowed money, which will magnify the potential for gain or loss on amounts invested and may increase the risk of investing in us.

 The use of leverage magnifies the potential for gain or loss on amounts invested. We expect to incur leverage through a credit facility and, from time to time, intend to incur additional leverage to the extent permitted under the 1940 Act. The use of leverage is generally considered a speculative investment technique and increases the risks associated with investing in our securities. In the future, we may borrow from, and issue senior securities, to banks, insurance companies and other lenders. Holders of these senior securities will have fixed dollar claims on our assets that are superior to the claims of our common stockholders, and we would expect such holders to seek recovery against our assets in the event of a default. We may pledge up to 100% of our assets and may grant a security interest in all of our assets under the terms of any debt instruments into which we may enter. In addition, under the terms of any credit facility or other debt instrument we enter into, we are likely to be required by its terms to use the net proceeds of any investments that we sell to repay a portion of the amount borrowed under such facility or instrument before applying such net proceeds to any other uses.
 If the value of our assets decreases, leveraging would cause net asset value to decline more sharply than it otherwise would have had we not leveraged, thereby magnifying losses or eliminating our equity stake in a leveraged investment. Similarly, any decrease in our revenue or income will cause our net income to decline more sharply than it would have had we not borrowed. Such a decline would also negatively affect our ability to make dividend payments on our common stock or preferred stock. Our ability to service our debt will depend largely on our financial performance and will be subject to prevailing economic conditions and competitive pressures. In addition, our common stockholders will bear the burden of any increase in our expenses as a result of our use of leverage, including interest expenses and any increase in the management fee payable to our Adviser.
 As a BDC, we generally are required to meet a coverage ratio of total assets to total borrowings and other senior securities, which includes all of our borrowings and any preferred stock that we may issue in the future, of at least 150%. If this ratio declines below 150%, we cannot incur additional debt and could be required to sell a portion of our investments to repay some debt at a time when it is disadvantageous to do so. This could have a material adverse effect on our operations, and we may not be able to make distributions. The amount of leverage that we employ will depend on the Adviser's and the Board's assessment of market conditions and other factors at the time of any proposed borrowing. We cannot assure you that we will be able to obtain credit on terms acceptable to us or at all.
 In addition, the terms of indebtedness that we incur in the future could impose financial and operating covenants that restrict our business activities, including limitations that may hinder our ability to finance additional loans and investments or make the distributions required to qualify for the special tax treatment accorded RICs and their shareholders under the Code. Furthermore, the terms of any credit facility and other indebtedness that we incur in the future may contain various covenants which, if not complied with, could accelerate repayment, thereby materially and adversely affecting our liquidity, financial condition, results of operations and our ability to pay distributions to our stockholders.
 As of December 31, 2024, the Company did not utilize any leverage.
 We may enter into reverse repurchase agreements, which are another form of leverage.

 We may enter into reverse repurchase agreements. A repurchase agreement is an agreement by a bank or other financial institution to buy securities or another asset with a corresponding agreement that it will resell these same securities or assets to the same seller for an agreed-upon price on a certain day (often the next day). A reverse repurchase agreement is the same as a repurchase agreement, but from the perspective of the buyer rather than the seller. Under a reverse repurchase agreement, we will pledge our assets as collateral to secure a short- term loan. Generally, the other party to the agreement makes the loan in an amount equal to a percentage of the fair value of the pledged collateral. At the maturity of the reverse repurchase agreement, we will be required to repay the loan and correspondingly release our collateral.

 Our use of reverse repurchase agreements, if any, involves many of the same risks involved in our use of leverage, as the proceeds from reverse repurchase agreements generally will be invested in additional securities. There is a risk that the market value of the securities acquired in the reverse repurchase agreement may decline below the price of the securities that we have sold but we will remain obligated to repurchase pursuant to the terms of the repurchase agreement.
 In addition, there is a risk that the market value of the securities retained by us may decline. If a buyer of securities under a reverse repurchase agreement were to file for bankruptcy or experience insolvency, we may be adversely affected. Also, in entering into reverse repurchase agreements, we would bear the risk of loss to the extent that the proceeds of such agreements at settlement are less than the fair value of the underlying securities being pledged.
 Reverse repurchase agreements are considered leverage under the 1940 Act. We may "set aside" liquid assets, or engage in other appropriate measures, to "cover" obligations with respect to transactions in reverse repurchase agreements. As a result of such segregation, our obligations under such transactions will not be considered senior securities representing indebtedness for purposes of the 1940 Act and our use of leverage through reverse repurchase agreements will not be limited by the 1940 Act. As of December 31, 2024, we have not entered into any reverse repurchase agreements.

 We are exposed to risks resulting from the current low interest rate environment.

 Since we will borrow money to make investments, our net investment income depends, in part, upon the difference between the rate at which we borrow funds and the rate at which we invest those funds. The current, historically low interest rate environment can, depending on our cost of capital, depress our net investment income, even though the terms of our investments generally will include a minimum interest rate. In addition, any reduction in the level of interest rates on new investments relative to interest rates on our current investments could adversely impact our net investment income, reducing our ability to service the interest obligations on, and to repay the principal of, our indebtedness, as well as our capacity to pay dividends. Any such developments would result in a decline in our net asset value and in the trading price of our common stock.
 When interest rates increase, floating rate interest rate reset features on debt instruments may make it more difficult for borrowers to repay their loans, and separately, will make it easier for the Adviser to meet its income incentive fee threshold without any additional effort.

 Macroeconomic trends, including inflation, high interest rates or recession may adversely impact our business, financial condition and results of operations. Inflation in the United States had previously accelerated to historically high levels and may continue at an elevated level in the near-term. Inflation could have an adverse impact on general and administrative expenses, as these costs could increase at a rate higher than our rental revenue, interest income or other revenue.

 In addition, actions by the Federal Reserve, as well as efforts by other central banks globally to combat inflation and restore price stability and other global events, may raise the prospect or severity of a recession. Wars have added, and other international tensions or escalations of conflict may add, instability to the uncertainty driving socioeconomic forces, which may continue to have an impact on global trade and result in inflation or economic instability. Present conditions and the state of the U.S and global economies make it difficult to predict whether and/or when and to what extent a recession will occur in the near future. Should a recession occur it could negatively impact the value of commercial and residential real estate and the value of our investments, potentially materially. While the Company has taken steps to prepare for a potential downturn in the economy, should a recession occur there can be no guaranty that the Company's efforts will prevent any negative impacts to the value of the Company's investments.

 There is also a risk that our borrowers will be unable to pay escalating interest amounts if general interest rates rise, resulting in a default under their loan documents with us. This could also cause borrowers to shift cash from other productive uses to the payment of interest, which may have a material adverse effect on their business and operations and could, over time, lead to increased defaults. In addition, increasing payment obligations under floating rate loans may cause borrowers to refinance or otherwise repay our loans earlier than they otherwise would, requiring us to incur management time and expense to re-deploy
 such proceeds, including on terms that may not be as favorable as our existing loans. We expect that many of our debt investments will include floating interest rates that reset on a periodic basis and typically do not require the borrowers to pay down the outstanding principal of such debt prior to maturity. These features of our debt investments will increase our risk of losing a substantial amount of our investments if borrowers are unable to pay the increased interest resulting from these reset provisions or if borrowers are unable to repay or refinance their debts at maturity.
 Because loans are not ordinarily registered with the SEC or any state securities commission or listed on any securities exchange, there is usually less publicly available information about such instruments. In addition, loans may not be considered "securities" for purposes of the federal securities laws and, as a result, as a purchaser of these instruments, we may not be entitled to the anti-fraud protections of the federal securities laws. In the course of investing in such instruments, we may come into possession of material nonpublic information and, because of prohibitions on trading in securities of issuers while in possession of such information, we may be unable to enter into a transaction in a publicly traded security of that issuer when it would otherwise be advantageous for us to do so. Alternatively, we may choose not to receive material nonpublic information about an issuer of such loans, with the result that we may have less information about such issuers than other investors who transact in such assets.

 Any failure on our part to maintain our status as a BDC would reduce our operating flexibility.

 If we lose our status as a BDC, we might be regulated as a closed-end
 investment company under the 1940 Act, which would subject us to substantially more regulatory restrictions under the 1940 Act and correspondingly decrease our operating flexibility. For example, if we were to be regulated as a closed-end
 investment company under the 1940 Act, we would be further limited in the amount of leverage we could incur and would face additional restrictions governing our ability to engage in transactions with our affiliates.
 Since we intend to use debt to finance our investments, and we may use debt financing, changes in interest rates may affect our cost of capital and net investment income.

 Interest rate fluctuations may have a substantial negative impact on our investments, the value of our common stock and our rate of return on invested capital. Since we intend to use debt to finance investments, our net investment income will depend, in part, upon the difference between the rate at which we borrow funds and the rate at which we invest those funds. As a result, we can offer no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income. In periods of rising interest rates when we have debt outstanding, our cost of funds will increase, which could reduce our net investment income. Conversely, in periods of falling interest rates, the probability that our loans and other investments in portfolio companies will be pre-paid
 increases. In such periods, we can offer no assurance that we will be able to make new loans on the same terms, or at all. If we cannot make new loans on terms that are the same or better than the investments that are repaid, then our results of operations and financial condition will be adversely affected. We expect that our investments will be financed primarily with equity and long-term debt. We may use interest rate risk management techniques in an effort to limit our exposure to interest rate fluctuations. These techniques may include various interest rate hedging activities to the extent permitted by the 1940 Act. These activities may limit our ability to participate in the benefits of lower interest rates with respect to the hedged portfolio. Adverse developments resulting from changes in interest rates or hedging transactions could have a material adverse effect on our business, financial condition and results of operations. Additionally, our ability to engage in hedging transactions may also be adversely affected by recent rules adopted by the CFTC, unless we register with the CFTC as a commodity pool operator.
 You should also be aware that a rise in the general level of interest rates can be expected to lead to higher interest rates applicable to our debt investments. Accordingly, an increase in interest rates would make it easier for us to meet or exceed the incentive fee hurdle rate and may result in a substantial increase in the amount of incentive fees payable to our Adviser with respect to Pre-Incentive
 Fee Net Investment Income.
 There are significant potential conflicts of interest that could affect our investment returns.

 As a result of our arrangements with the Adviser, there may be times when our Adviser has interests that differ from those of our stockholders, giving rise to a conflict of interest.
 There are conflicts of interest related to the obligations of the Adviser or its affiliates to other clients.

 The Adviser or its affiliates may have other clients with similar, different or competing investment objectives. In serving in these multiple capacities, they may have obligations to other clients or investors in those other entities, the fulfillment of which may not be in the best interests of us or our stockholders. For example, our Adviser and its affiliates manage or sponsor other investment funds, accounts or other investment vehicles. Our investment objective may overlap with the investment objectives of such affiliated investment funds, accounts or other investment vehicles. As a result, our Adviser may face conflicts of interest in the allocation of investment opportunities among us and other investment funds, accounts or other investment vehicles advised by or affiliated with our Adviser. Our Adviser will seek to allocate investment opportunities among eligible accounts in a manner that is fair and equitable over time and consistent with its allocation policy. However, we can offer no assurance that such opportunities will be allocated to us fairly or equitably in the short-term or over time. Where we are able to co-
 invest consistent with the requirements of the 1940 Act and SEC exemptive relief, if sufficient securities or loan amounts are available to satisfy our and each such account's proposed demand, the opportunity will be allocated in accordance with our Adviser's pre-transaction
 determination and the requirements of the exemptive relief. If there is an insufficient amount of an investment opportunity to satisfy our demand and that of other accounts sponsored or managed by our Adviser or its affiliates, the allocation policy and exemptive relief further provides that allocations among us and such other accounts will generally be made pro rata based on the amount that each such party would have invested if sufficient loan amounts were available. However, there can be no assurance that we will be able to participate in all suitable investment opportunities.

 Our Adviser or its affiliates may, from time to time, possess material non-public
 information, limiting our investment discretion.

 Principals of our Adviser and its affiliates may serve as directors of, or in a similar capacity with, companies in which we invest, the securities of which are purchased or sold on our behalf. If we obtain material nonpublic information with respect to public companies, or we become subject to trading restrictions under the internal trading policies of those companies or as a result of applicable law or regulations, we could be prohibited for a period of time from purchasing or selling the securities of such companies, and this prohibition may have an adverse effect on us.
 Our management and incentive fee structure may create incentives for our Adviser that are not fully aligned with the interests of our stockholders and may induce our Adviser to make speculative investments.

 In the course of our investing activities, we will pay management and incentive fees to our Adviser. The incentive fee payable by us to our Adviser may create an incentive for our Adviser to make investments on our behalf that are risky or more speculative than would be the case in the absence of such a compensation arrangement. The management fee is based on our consolidated gross assets. As a result, investors in our common stock will invest on a "gross" basis and receive distributions on a "net" basis after expenses, resulting in a lower rate of return than one might achieve through direct investments. Because the management fee is based on our consolidated gross assets, our Adviser will benefit if and when we issue additional equity, incur debt or use leverage. The use of leverage will increase the likelihood of default under any credit facility or other debt instruments we enter into, which would disfavor the holders of our common stock, including investors in this offering.
 Under the incentive fee structure, our Adviser may benefit when capital gains are recognized and, because our Adviser determines when a holding is sold, our Adviser controls the timing of the recognition of such capital gains. The Board is charged with protecting our interests by monitoring how our Adviser addresses these and other conflicts of interest associated with its management services and compensation. While they are not expected to review or approve each investment or realization, our independent directors will periodically review our Adviser's services and fees as well as its portfolio management decisions and portfolio performance. In connection with these reviews, our independent directors will consider whether such fees and our expenses (including those related to leverage) remain appropriate. As a result of this arrangement, our Adviser or its affiliates may from time to time have interests that differ from those of our stockholders. Unlike that portion of the incentive fee based on income, there is no hurdle rate applicable to the incentive fee based on net capital gains. As a result, our Adviser may seek to invest more capital in investments that are likely to result in capital gains as compared to income producing securities. This practice could result in our investing in more speculative securities than would otherwise be the case, which could result in higher investment losses, particularly during economic downturns.
 The Investment Advisory Agreement and the Administration Agreement with the Adviser were not negotiated on an arm's length basis and may not be as favorable to us as if they had been negotiated with an unaffiliated third party.

 The Investment Advisory Agreement and the Administration Agreement were negotiated between related parties. Consequently, their terms, including fees payable to our Adviser, may not be as favorable to us as they might be had they been negotiated with an unaffiliated third party. In addition, in deciding whether and how vigorously to enforce our rights and remedies under these agreements, our Board may, to the extent consistent with applicable law, take into account the value of our ongoing relationship with our Adviser, our administrator and their respective affiliates.
 Our ability to enter into transactions with our affiliates will be restricted, which may limit the scope of investments available to us.

 We are prohibited under the 1940 Act from participating in certain transactions with our affiliates without the prior approval of our independent directors and, in some cases, of the SEC. Any person that owns, directly or indirectly, five percent or more of our outstanding voting securities will be our affiliate for purposes of the 1940 Act, and we are generally prohibited from buying or selling any security from or to or entering into certain "joint" transactions (which could include investments in the same portfolio company) with such affiliates, absent the prior approval of our independent directors. Our Adviser and its affiliates, including persons that control, are controlled by, or are under common control with, us or our Adviser, are also considered to be our affiliates under the 1940 Act, and we are generally prohibited from buying or selling any security from or to, or entering into "joint" transactions with such affiliates without the prior approval of our independent directors and, in some cases, exemptive relief from the SEC.
 We may, however, invest alongside the Adviser's, and its affiliates' other clients in certain circumstances where doing so is consistent with applicable law, SEC staff interpretations and/or appropriate exemptive relief from the SEC. For example, we may invest alongside such accounts consistent with guidance promulgated by the staff of the SEC permitting us and such other accounts

 to purchase interests in a single class of privately placed securities so long as certain conditions are met, including that our Adviser, acting on our behalf and on behalf of other clients, negotiates no term other than price. We and the Adviser have obtained an exemptive order dated April 19, 2016 from the SEC to permit co-investments
 among the Company and other accounts managed by the Adviser or its affiliates, subject to certain conditions. We may also invest alongside our Adviser's other clients as otherwise permissible under regulatory guidance, applicable regulations and the allocation policy of our Adviser and its affiliates. Under this allocation policy, a calculation, based on the type of investment, will be applied to determine the amount of each opportunity to be allocated to us. This allocation policy will be periodically reviewed by our Adviser and approved by our independent directors. We expect that these determinations will be made similarly for other accounts sponsored or managed by our Adviser and its affiliates. If sufficient securities or loan amounts are available to satisfy our and each such account's proposed demand, we expect that the opportunity will be allocated in accordance with our Adviser's pre-
 transaction determination. Where there is an insufficient amount of an investment opportunity to satisfy us and other accounts sponsored or managed by our Adviser or its affiliates, the allocation policy further provides that allocations among us and such other accounts will generally be made pro rata based on the amount that each such party would have invested if sufficient securities or loan amounts were available. These allocation policies and procedures are intended to assist the Adviser and its affiliates in ensuring that investment opportunities will be allocated to us fairly and equitably.
 In situations where co-investment
 with other accounts managed by our Adviser or its affiliates is not permitted or appropriate, our Adviser and its affiliates will need to decide which client will proceed with the investment. Our Adviser's allocation policy provides, in such circumstances, for investments to be allocated on a random or rotational basis to assure that all clients have fair and equitable access to such investment opportunities. Moreover, except in certain circumstances, we will be unable to invest in any issuer in which a fund managed by our Adviser or its affiliates has previously invested. Similar restrictions limit our ability to transact business with our officers or directors or their affiliates. These restrictions may limit the scope of investment opportunities that would otherwise be available to us.
 The Adviser may be entitled to receive substantial compensation from us if we consummate a liquidity event, which could negatively impact our investment returns.

 In the future, the Board may consider various types of transactions to provide liquidity to stockholders, including: (i) a listing of our shares on a national securities exchange; (ii) a merger or another transaction approved by the Board in which our stockholders will receive cash or securities of a listed company; and (3) a sale of all or substantially all of our assets for cash or other consideration. In the event that the Board approves a sale or merger of our company, it is likely that such a transaction would cause a termination of the Investment Advisory Agreement. Upon the termination of the Investment Advisory Agreement, we would be potentially required to make a one-time
 payment to the Adviser in an amount based upon the market value of its interest in us as of the date of termination. This potential obligation to make a substantial payment to the Adviser in the event of sale or merger of our company or sale of our assets may limit the amount that our stockholders will receive upon the consummation of a liquidity event.
 Because we expect to distribute substantially all of our ordinary income and net realized capital gains to our stockholders, we will need additional capital to finance our growth and such capital may not be available on favorable terms, or at all.

 We will need capital to fund growth in our investment portfolio. We may issue debt securities or borrow from financial institutions in order to obtain this additional capital. A reduction in the availability of new capital could limit our ability to grow. We will be required to distribute 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, to our stockholders to qualify for the special tax treatment accorded RICs and their stockholders. As a result, these earnings will not be available to fund new investments. If we fail to obtain additional capital to fund new investments, this could limit our ability to grow, which may have an adverse effect on the value of our securities.
 In addition, as a BDC, we are generally required to maintain a ratio of at least 200% of total assets to total borrowings, which may restrict our ability to borrow in certain circumstances.
 The valuation process for certain of our portfolio holdings creates a conflict of interest.

 Many of our portfolio investments are expected to be made in the form of securities that are not publicly traded. As a result, the fair value of these securities will be determined by the Adviser in good faith as described elsewhere in this annual report. In connection with that determination, investment professionals from our Adviser will provide portfolio company valuations based upon the most recent portfolio company financial statements available and projected financial results of each portfolio company. The participation of our Adviser's investment professionals in our valuation process, could result in a conflict of interest as the management fee paid to our Adviser is based, in part, on our consolidated gross assets.

 Many of our portfolio investments will be recorded at fair value as determined in good faith by the Adviser, as the Company's valuation designee. As a result, there will be uncertainty as to the value of our portfolio investments.

 Many of our portfolio investments will take the form of securities that are not publicly traded. The fair value of securities and other investments that are not publicly traded may not be readily determinable, and we value these securities at fair value as determined in good faith by the Adviser, as the Company's valuation designee pursuant to Board approved policies and procedures including to reflect significant events affecting the value of our securities. As discussed in more detail under "Discussion of Operating Plans — Critical Accounting Policies," most, if not all, of our investments (other than cash and cash equivalents) are expected to be classified as Level 3 under ASC Topic 820, Fair Value Measurement. This means that our portfolio valuations are based on unobservable inputs and our own assumptions about how market participants would price the asset or liability in question. Inputs into the determination of fair value of our portfolio investments requires significant management judgment or estimation.
 Even if observable market data are available, such information may be the result of consensus pricing information or broker quotes, which include a disclaimer that the broker would not be held to such a price in an actual transaction. Consensus pricing is a methodology for the determination of fair value based on quotations from market makers. These quotations include a disclaimer that the market maker would not be held to such a price in an actual transaction. The non-binding
 nature of consensus pricing and/or quotes accompanied by disclaimers materially reduces the reliability of such information. We have retained the services of one or more independent service providers to review the valuation of these securities periodically. The types of factors that the Adviser may take into account in determining the fair value of our investments generally include, as appropriate, comparison to publicly traded securities including such factors as yield, maturity and measures of credit quality, the enterprise value of a portfolio company, the nature and realizable value of any collateral, the portfolio company's ability to make payments and its earnings and discounted cash flow, the markets in which the portfolio company does business and other relevant factors. Because such valuations, and particularly valuations of private securities and private companies, are inherently uncertain, may fluctuate over short periods of time and may be based on estimates, our determinations of fair value may differ materially from the values that would have been used if a ready market for these securities existed. In addition, the determination of fair value and thus the amount of unrealized losses we may incur in any year, is, to a degree, subjective, in that it is based on unobservable inputs and certain assumptions. Our net asset value could be adversely affected if our determinations regarding the fair value of our investments were materially higher than the values that we ultimately realize upon the disposal of such securities.
 Each quarter, the fair value of each investment in our portfolio that is not publicly-traded is determined in good faith by the Adviser, as the Company's valuation designee, pursuant to Board-approved policies and procedures. Any changes in fair value are recorded in our consolidated statements of operations as a net change in unrealized appreciation or depreciation.
 We may experience fluctuations in our quarterly results.

 We could experience fluctuations in our quarterly operating results due to a number of factors, including the interest rate payable on the senior securities we acquire, the default rate on such securities, the level of our expenses, variations in, and the timing of the recognition of, realized and unrealized gains or losses, the degree to which we encounter competition in our markets and general economic conditions. As a result of these factors, results for any period should not be relied upon as being indicative of performance in future periods.
 Changes in laws or regulations governing our operations may adversely affect our business or cause us to alter our business strategy.

 We and our portfolio companies will be subject to regulation at the local, state and federal level. We are also subject to federal, state and local laws and are subject to judicial and administrative decisions that affect our operations, including maximum interest rates, fees and other charges, disclosures to portfolio companies, the terms of secured transactions, collection and foreclosure proceedings and other trade practices. If these laws, regulations or decisions change, or if we expand our business into additional jurisdictions, we may have to incur significant expenses in order to comply or we might have to restrict our operations. New legislation may be enacted or new interpretations, rulings or regulations could be adopted, including those governing the types of investments we or our portfolio companies are permitted to make, any of which could harm us and our stockholders, potentially with retroactive effect. In particular, in July 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, became law. The Dodd-Frank Act set forth a legislative framework for the regulation of the financial services industry generally, including certain over-the-counter

 derivatives, such as swaps, in which the Company may invest. The effects of the Dodd- Frank Act on the financial services industry depends, in large part, upon the extent to which regulators exercise the authority granted to them and the approaches taken in implementing regulations. While the continued impact of the Dodd-Frank Act on us and our portfolio companies may not be known for an extended period of time, the Dodd-Frank Act, along with other legislative and regulatory proposals directed

 at the financial services industry or affecting taxation that are proposed or pending in the U.S. Congress, may negatively impact the operations, cash flows or financial condition of us or our portfolio companies, impose additional costs on us or our portfolio companies, intensify the regulatory supervision of us or our portfolio companies or otherwise adversely affect our business or the business of our portfolio companies. In addition, if we do not comply with applicable laws and regulations, we could lose any licenses we hold for the conduct of our business and may be subject to civil fines and criminal penalties. Significant uncertainty currently exists in the market regarding the ramifications of any repeal or reform of certain parts of the Dodd Frank Act, and the range and potential implications of possible political, regulatory, economic and market outcomes are difficult to predict.
 In particular, effective August 19, 2022 (the "Compliance Date"), Rule 18f-4
 under the 1940 Act (the "Derivatives Rule") replaced the asset segregation regime of Investment Company Act Release No. 10666 (Release 10666) with a new framework for the use of derivatives by registered funds. As of the Compliance Date, the Securities and Exchange Commission ("SEC") rescinded Release 10666 and withdrew no-action
 letters and similar guidance addressing a fund's use of derivatives and began requiring funds to satisfy the requirements of the Derivatives Rule. As a result, on or after the Compliance Date, the Company will no longer engage in "segregation" or "coverage" techniques with respect to derivatives transactions and will instead comply with the applicable requirements of the Derivatives Rule.
 The Derivatives Rule mandates that a fund adopt and/or implement: (i) value-at-risk

 limitations (VaR); (ii) a written derivatives risk management program; (iii) new Board oversight responsibilities; and (iv) new reporting and recordkeeping requirements. In the event that a fund's derivative exposure is 10% or less of its net assets, excluding certain currency and interest rate hedging transactions, it can elect to be classified as a limited derivatives user (Limited Derivatives User) under the Derivatives Rule, in which case the fund is not subject to the full requirements of the Derivatives Rule. Limited Derivatives Users are excepted from VaR testing, implementing a derivatives risk management program, and certain Board oversight and reporting requirements mandated by the Derivatives Rule. However, a Limited Derivatives User is still required to implement written compliance policies and procedures reasonably designed to manage its derivatives risks.
 The Derivatives Rule also provides special treatment for reverse repurchase agreements, similar financing transactions and unfunded commitment agreements. Specifically, a fund may elect whether to treat reverse repurchase agreements and similar financing transactions as "derivatives transactions" subject to the requirements of the Derivatives Rule or as senior securities equivalent to bank borrowings for purposes of Section 18 of the Investment Company Act of 1940. In addition, when-issued or forward settling securities transactions that physically settle within 35-days
 are deemed not to involve a senior security. Additionally, changes to the laws and regulations governing our operations related to permitted investments may cause us to alter our investment strategy in order to avail ourselves of new or different opportunities. Such changes could result in material differences to the strategies and plans set forth in this prospectus and may shift our investment focus from the areas of expertise of our Adviser to other types of investments in which our Adviser may have little or no expertise or experience. Any such changes, if they occur, could have a material adverse effect on our results of operations and the value of your investment.
 The Board may change our investment objective, operating policies and strategies without prior notice or stockholder approval.

 The Board has the authority to modify or waive certain of our operating policies and strategies without prior notice and without stockholder approval (except as required by the 1940 Act). However, absent stockholder approval, we may not change the nature of our business so as to cease to be, or withdraw our election as, a BDC. We cannot predict the effect any changes to our current operating policies and strategies would have on our business, operating results and value of our stock. Nevertheless, the effects of any such changes may adversely affect our business and impact our ability to make distributions and since our shares are not expected to be listed on a national securities exchange for the foreseeable future, stockholders will be limited in their ability to sell their shares in response to any changes in our investment objective, operating policies and strategies.
 We will incur significant costs as a result of being a public company.

 As a public company, we will incur legal, accounting and other expenses, including costs associated with the periodic reporting requirements applicable to a company whose securities are registered under the Exchange Act as well as additional corporate governance requirements, including requirements under the Sarbanes-Oxley Act and other rules implemented by the SEC.

 Provisions of the General Corporation Law of the State of Delaware and our certificate of incorporation and bylaws could deter takeover attempts and have an adverse effect on the price of our common stock.

 The General Corporation Law of the State of Delaware ("DGCL"), contains provisions that may discourage, delay or make more difficult a change in control of us or the removal of our directors. Our certificate of incorporation and bylaws contain provisions that limit liability and provide for indemnification of our directors and officers. These provisions and others also may have the effect of deterring hostile takeovers or delaying changes in control or management. We are subject to Section 203 of the DGCL, the application of which is subject to any applicable requirements of the 1940 Act. This section generally prohibits us from engaging in mergers and other business combinations with stockholders that beneficially own 15% or more of our voting stock, or with their affiliates, unless our directors or stockholders approve the business combination in the prescribed manner. The Board will adopt a resolution exempting from Section 203 of the DGCL any business combination between us and any other person, subject to prior approval of such business combination by the Board, including approval by a majority of our directors who are not "interested persons." If the resolution exempting business combinations is repealed or the Board does not approve a business combination, Section 203 of the DGCL may discourage third parties from trying to acquire control of us and increase the difficulty of consummating such an offer.
 We have also adopted measures that may make it difficult for a third party to obtain control of us, including provisions of our certificate of incorporation classifying the Board in three classes serving staggered three-year terms, and provisions of our certificate of incorporation authorizing the Board to classify or reclassify shares of our unissued preferred stock in one or more classes or series, to cause the issuance of additional shares of our stock, and to amend our certificate of incorporation, without stockholder approval, to increase or decrease the number of shares of stock that we have authority to issue. These provisions, as well as other provisions of our certificate of incorporation and bylaws, may delay, defer or prevent a transaction or a change in control that might otherwise be in the best interests of our stockholders. In addition, if we issue preferred stock, such securities would rank "senior" to common stock in our capital structure, resulting in preferred stockholders having separate voting rights, dividend and liquidation rights, and possibly other rights, preferences or privileges more favorable than those granted to holders of our common stock.
 Our Adviser can resign on 120 days' notice, and we may not be able to find a suitable replacement within that time, resulting in a disruption in our operations that could adversely affect our financial condition, business and results of operations.

 Our Adviser has the right, under the Investment Advisory Agreement, to resign at any time upon not less than 120 days' written notice, whether we have found a replacement or not. If our Adviser resigns, we may not be able to find a new Adviser or hire internal management with similar expertise and ability to provide the same or equivalent services on acceptable terms within 120 days, or at all. If we are unable to do so quickly, our operations are likely to experience a disruption, our financial condition, business and results of operations as well as our ability to pay distributions are likely to be adversely affected. In addition, the coordination of our internal management and investment activities is likely to suffer if we are unable to identify and reach an agreement with a single institution or group of executives having the expertise possessed by our Adviser and its affiliates. Even if we are able to retain comparable management, whether internal or external, the integration of such management and their lack of familiarity with our investment objective may result in additional costs and time delays that may adversely affect our business, financial condition and results of operations.
 The Adviser has the right to resign under the Administration Agreement, whether we have found a replacement or not. If the Adviser resigns, we may not be able to find a new administrator or hire internal management with similar expertise and ability to provide the same or equivalent services on acceptable terms, or at all. If we are unable to do so quickly, our operations are likely to experience a disruption, our financial condition, business and results of operations as well as our ability to pay distributions are likely to be adversely affected. In addition, the coordination of our internal management and administrative activities is likely to suffer if we are unable to identify and reach an agreement with a service provider or individuals with the expertise possessed by the Adviser. Even if we are able to retain a comparable service provider or individuals to perform such services, whether internal or external, their integration into our business and lack of familiarity with our operations may result in additional costs and time delays that may adversely affect our business, financial condition and results of operations.
 As a public company, we will be subject to regulations not applicable to private companies, such as provisions of the Sarbanes-Oxley Act. Efforts to comply with such regulations will involve significant expenditures, and non-compliance
 with such regulations may adversely affect us.

 As a public company, we will be subject to regulations not applicable to private companies, including provisions of the Sarbanes-Oxley Act and the related rules and regulations promulgated by the SEC. Our management will be required to report on our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act and rules and regulations of the SEC thereunder. We will be required to review on an annual basis our internal control over financial reporting, and on a quarterly and

 annual basis, to evaluate and disclose changes in our internal control over financial reporting. Once we no longer qualify as an emerging growth company, Section 404 of the Sarbanes-Oxley Act will generally require an attestation from our independent registered public accounting firm on the effectiveness of our internal control over financial reporting. We cannot be certain as to the timing of the completion of our evaluation, testing and remediation actions or the impact of the same on our operations, and we may not be able to ensure that the process is effective or that our internal control over financial reporting is or will be effective in a timely manner. In the event that we are unable to develop or maintain an effective system of internal controls and maintain or achieve compliance with the Sarbanes-Oxley Act and related rules, we may be adversely affected.
 We depend on information systems, and systems failures could significantly disrupt our business, which may, in turn, negatively affect our ability to pay dividends to our stockholders.

 Our business depends on the communications and information systems of the Adviser. In addition, certain of these systems are provided to the Adviser by third-party service providers. Any failure or interruption of such systems, including as a result of the termination of an agreement with any such third-party service provider, could cause delays or other problems in our activities. Our financial, accounting, data processing, backup or other operating systems and facilities may fail to operate properly or become disabled or damaged as a result of a number of factors including events that are wholly or partially beyond our control and adversely affect our business. There could be:

 •

 sudden electrical or telecommunications outages;

 •

 natural disasters such as earthquakes, tornadoes and hurricanes;

 •

 disease pandemics;

 •

 events arising from local or larger scale political or social matters, including terrorist acts; and

 •

 cyber-attacks.

 Cyber-attacks, disruptions, or failures that affect our service providers or counterparties may adversely affect us and our stockholders, including by causing losses for us or impairing our operations. For example, our or our service providers' assets or sensitive or confidential information may be misappropriated, data may be corrupted, and operations may be disrupted (e.g., cyber-attacks or operational failures may cause the release of private stockholder information or confidential information, interfere with the processing of stockholder transactions, impact the ability to calculate our NAV, and impede trading). In addition, cyber-attacks, disruptions, or failures may cause reputational damage and subject us or our service providers to regulatory fines, litigation costs, penalties or financial losses, reimbursement or other compensation costs, and/or additional compliance costs. While we and our service providers may establish business continuity and other plans and processes to address the possibility of cyber-attacks, disruptions, or failures, there are inherent limitations in such plans and systems, including that they do not apply to third parties, such as other market participants, as well as the possibility that certain risks have not been identified or that unknown threats may emerge in the future. Similar types of operational and technology risks are also present for issuers of our investments, which could have material adverse consequences for such issuers, and may cause our investments to lose value. In addition, cyber-attacks involving our counterparty could affect such counterparty's ability to meet its obligations to us, which may result in losses to us and our stockholders. Furthermore, as a result of cyber-attacks, disruptions, or failures, an exchange or market may close or issue trading halts on specific securities or the entire market, which may result in us being, among other things, unable to buy or sell certain securities or financial instruments or unable to accurately price its investments. We cannot directly control any cybersecurity plans and systems put in place by its service providers, our counterparties, issuers in which we invest, or securities markets and exchanges.
 These events, in turn, could have a material adverse effect on our operating results and negatively affect the market price of our common stock and our ability to pay dividends to our stockholders.
 If we internalize our management functions, your interest in us could be diluted, and we could incur other significant costs associated with being self-managed.

 The Board may decide in the future to pursue exemptive relief from the SEC in order to internalize our management functions. If we do so, we may elect to negotiate to acquire the Adviser's assets and personnel. At this time, we cannot anticipate the form or amount of consideration or other terms relating to any such acquisition. Such consideration could take many forms, including cash payments, promissory notes and shares of our common stock. The payment of such consideration could result in dilution of your interest as a stockholder and could reduce the earnings per share attributable to your investment.
 In addition, while we would no longer bear the costs of the various fees and expenses, we expect to pay to the Adviser under the Investment Advisory Agreement, we would incur the compensation and benefits costs of our officers and other employees and consultants that are being paid by the Adviser or its affiliates. In addition, we may issue equity awards to officers, employees and

 consultants. These awards would decrease net income and may further dilute your investment in us. We cannot reasonably estimate the amount of fees we would save or the costs we would incur if we became self-managed. If the expenses we assume as a result of an internalization are higher than the expenses we avoid paying to the Adviser, our earnings per share would be lower as a result of the internalization than it otherwise would have been, potentially decreasing the amount of funds available to distribute to our stockholders and the value of our shares. As we are currently organized, we do not have any employees. If we elect to internalize our operations, we would employ personnel and would be subject to potential liabilities commonly faced by employers, such as workers disability and compensation claims and other employee-related liabilities and grievances.
 If we internalize our management functions, we could have difficulty integrating these functions as a standalone entity. Currently, individuals employed by the Adviser and its affiliates perform asset management and general and administrative functions, including accounting and financial reporting, for multiple entities. These personnel have a great deal of know-how
 and experience. We may fail to properly identify the appropriate mix of personnel and capital needs to operate as a standalone entity. An inability to manage an internalization transaction effectively could thus result in our incurring excess costs and/or suffering deficiencies in our disclosure controls and procedures or our internal control over financial reporting. Such deficiencies could cause us to incur additional costs, and our management's attention could be diverted from effectively managing our investments.
 Internalization transactions have also, in some cases, been the subject of litigation. Even if these claims are without merit, we could be forced to spend significant amounts of money defending such claims, which would reduce the amount of funds we have available for investment in targeted assets.
 We, through our investment in a REIT Subsidiary, may be subject to the risks associated with investing in real estate-related securities.

 We may form a REIT Subsidiary that is generally subject to the same investment policies and restrictions as we are. The adviser would not charge an additional fee on assets held in the REIT Subsidiary. We intend to limit investments in any REIT Subsidiaries and related entities to the extent necessary to qualify as a RIC for tax purposes. In general, and subject to certain exceptions not applicable here, a RIC is not permitted to invest, including through corporations in which the RIC owns a 20% or more voting stock interest, more than 25% of its total assets in any one issuer, or in any two or more issuers which the taxpayer controls and which are determined to be engaged in the same or similar trades or businesses or related trades or businesses. Investments in REITs such as a REIT Subsidiary may be affected by changes in the real estate markets generally as well as changes in the values of the specific properties owned by a REIT or securing the mortgages owned by the REIT. REITs are dependent upon the management skill and abilities of those persons or entities responsible for managing their investments. REITs are by definition not diversified as their permitted investments are significantly limited by the provisions of the Code.
 Because of minimum distribution requirements imposed by the Code, REITs tend to be dependent on the acquisition of assets with high positive cash flows. The minimum distribution requirements also tend to limit the degree to which REITs can retain and redeploy capital. REITs are particularly vulnerable to defaults by their borrowers and there are significant limitations on their ability to realize income from property acquired as a result of foreclosure. REITs investing in healthcare properties are subject to complex rules on how they can acquire and operate those properties while maintaining their REIT status.
 Risks Related to our Investments

 Our investments may be risky, and you could lose all or part of your investment.

 We invest primarily in debt investments and to a lesser extent, selected equity investments in middle-market healthcare companies. The portfolio companies in which we invest may have, or may be permitted to incur, other debt ranking equally with, or senior to, the debt securities in which we invest. By their terms, such debt instruments may provide that the holders are entitled to receive payment of interest or principal on or before the dates on which we are entitled to receive payments in respect of the debt securities in which we invest. Also, in the event of insolvency, liquidation, dissolution, reorganization or bankruptcy of a portfolio company, holders of debt instruments ranking senior to our investment in that portfolio company would typically be entitled to receive payment in full before we receive any distribution in respect of our investment. After repaying senior creditors, the portfolio company may not have sufficient assets to repay its obligation to us in full, or at all. In the case of debt ranking equally with debt securities in which we invest, we would have to share any distributions on an equal and ratable basis with other creditors holding such debt in the event of an insolvency, liquidation, dissolution, reorganization or bankruptcy of the relevant portfolio company.

 Secured Loans.

 When we extend first lien senior secured, second lien senior secured and unitranche loans, we will generally take a security interest in the available assets of these portfolio companies, including the equity interests of their subsidiaries. We expect this security interest to help mitigate the risk that we will not be repaid. However, there is a risk that the collateral securing our loans may decrease in value over time, may be difficult to sell in a timely manner, may be difficult to appraise and may fluctuate in value based upon the success of the business and market conditions, including as a result of the inability of the portfolio company to raise additional capital. Also, in the case of first lien loans, our lien may be subordinated to claims of other creditors and, in the case of second lien loans, our lien will be subordinated to claims of other creditors. In addition, deterioration in a portfolio company's financial condition and prospects, including its inability to raise additional capital, may be accompanied by deterioration in the value of the collateral for the loan. Consequently, the fact that a loan is secured does not guarantee that we will receive principal and interest payments according to the loan's terms, or at all, or that we will be able to collect on the loan should we be forced to enforce our remedies.
 The rights we may have with respect to the collateral securing loans we make to our portfolio companies with senior debt outstanding may also be limited pursuant to the terms of one or more intercreditor agreements that we enter into with the holders of such senior debt. Under a typical intercreditor agreement, at any time that obligations benefiting from first-priority liens are outstanding, any of the following actions that may be taken in respect of the collateral will be at the direction of the holders of the obligations secured by the first-priority liens:

 •

 the ability to commence enforcement proceedings against the collateral;

 •

 the ability to control the conduct of such proceedings;

 •

 the approval of amendments to collateral documents;

 •

 releases of liens on the collateral; and

 •

 waivers of past defaults under collateral documents.

 We may not have the ability to control or direct such actions, even if our rights are adversely affected.
 Mezzanine Loans

. Our mezzanine investments will generally be subordinated to senior loans and will generally be unsecured. This may result in greater risk and volatility or a loss of principal. These investments may involve additional risks that could adversely affect our investment returns. To the extent interest payments associated with such debt are deferred, such debt may be subject to greater fluctuations in valuations, and such debt could subject us and our stockholders to non-cash
 income as described above under "Risk Factors—Risks Relating to our Business and Structure—We may have difficulty paying our required distributions if we recognize income before or without receiving cash representing such income." Since we generally will not receive any substantial repayments of principal prior to the maturity of our mezzanine debt investments, such investments are riskier than amortizing loans. We can offer no assurance that the proceeds, if any, from sales of collateral securing other loans of a portfolio company would be sufficient to satisfy our unsecured obligations after payment in full of all secured loan obligations. If such proceeds were not sufficient to repay the outstanding secured loan obligations, then our unsecured claims would rank equally with the unpaid portion of such secured creditors' claims against the portfolio company's remaining assets, if any.
 We expect in the future to invest in securities that are rated below investment grade by rating agencies or that may be rated below investment grade if they were so rated. Below investment grade securities, which are often referred to as 'junk bonds,' are viewed as speculative investments because of concerns with respect to the issuer's capacity to pay interest and repay principal.
 Derivative Transactions

. We may invest without limitation in warrants and may also use derivatives, primarily swaps (including equity, variance and volatility swaps), options and futures contracts on securities, interest rates, commodities and/or currencies, as substitutes for direct investments the Company can make. We may also use derivatives such as swaps, options (including options on futures), futures, and foreign currency transactions (e.g., foreign currency swaps, futures and forwards) to any extent deemed by the Adviser to be in the best interest of the Company, and to the extent permitted by the 1940 Act, to hedge various investments for risk management and speculative purposes (collectively, "Derivative Transactions"). We may use any or all types of Derivative Transactions which we are authorized to use at any time; no particular strategy will dictate the use of one type of Derivative Transaction rather than another, as use of any authorized Derivative Transaction will be a function of numerous variables, including market conditions. Derivative Transactions involve certain risks and special considerations. Risks of Derivative Transactions include the imperfect correlation between the value of such instruments and the underlying assets, the possible default of the other party to the transaction or illiquidity of the derivative instruments. Furthermore, the ability to successfully use Derivative Transactions depends on the Adviser's ability to predict pertinent market movements. Because many derivatives are "leveraged," and thus provide significantly more market exposure than the money paid or deposited when the transaction is entered into, a relatively small adverse market movement may not only result in the loss of the entire investment, but may also expose the Company to the possibility of a loss exceeding the original amount invested. Thus, the use of Derivative Transactions may result in losses greater than if they had not been used, may require the Company to sell or purchase portfolio securities at inopportune times or for prices other than current

 market values, may limit the amount of appreciation the Company can realize on an investment or may cause the Company to hold a security that it might otherwise sell. The use of foreign currency transactions can result in the Company incurring losses as a result of the imposition of exchange controls, the suspension of settlements or the inability of the Company to deliver or receive a specified currency. Additionally, amounts paid by the Company as premiums and cash or other assets held in margin accounts with respect to Derivative Transactions are not otherwise available to the Company for investment purposes.
 If a put or call option purchased by the Company is not sold when it has remaining value, and if the market price of the underlying security remains equal to or greater than the exercise price (in the case of a put), or remains less than or equal to the exercise price (in the case of a call), the Company will lose its entire investment in the option.
 Also, where a put or call option on a particular security is purchased to hedge against price movements in a related security, the price of the put or call option may move more or less than the price of the related security. If restrictions on exercise were imposed, the Company might be unable to exercise an option it had purchased. If the Company were unable to close out an option that it had purchased on a security, it would have to exercise the option in order to realize any profit or the option may expire worthless.
 In addition, as noted above, the SEC adopted the Derivatives Rule in October 2020, which introduces a new framework for the use by registered investment companies of derivatives and many related instruments.
 The Company's Derivative Transactions are generally subject to numerous special and complex tax rules. Because the tax rules applicable to such transactions may be uncertain under current law, an adverse determination or future IRS guidance with respect to these rules (which determination or guidance could be retroactive) may affect whether the Company has made sufficient distributions, and otherwise satisfied the relevant requirements, to maintain its qualification as a RIC and avoid Company-level U.S. federal income or excise taxes. The Company's investments in derivative instruments may be limited by the Company's intention to qualify for treatment as a RIC and could adversely affect the Company's ability to so qualify.
 Equity Investments.

We may make selected equity investments. In addition, when we invest in first lien, second lien, unitranche or mezzanine loans, we may acquire warrants to purchase equity securities. Our goal is ultimately to dispose of these equity interests and realize gains upon our disposition of such interests. However, the equity interests we receive may not appreciate in value and, in fact, may decline in value. The value of equity interests acquired by the Company could decline if the financial condition of the companies in which the Company holds an equity interest declines, or if overall market and economic conditions deteriorate. An issuer's financial condition could decline as a result of poor management decisions, competitive pressures, technological obsolescence, undue reliance on suppliers, labor issues, shortages, corporate restructurings, fraudulent disclosures, irregular and/or unexpected activity among retail investors or other factors. Accordingly, we may not be able to realize gains from our equity interests, and any gains that we do realize on the disposition of any equity interests may not be sufficient to offset any other losses we experience.
 We are subject to risks associated with middle-market companies.

 Investing in middle-market companies involves a number of significant risks, including:

 •

 these companies may have limited financial resources and may be unable to meet their obligations under their debt securities that we hold, which may be accompanied by a deterioration in the value of any collateral and a reduction in the likelihood of us realizing any guarantees we may have obtained in connection with our investment;

 •

 they typically have shorter operating histories, narrower product lines and smaller market shares than larger businesses, which tend to render them more vulnerable to competitors' actions and changing market conditions, as well as general economic downturns;

 •

 they are more likely to depend on the management talents and efforts of a small group of persons; therefore, the death, disability, resignation or termination of one or more of these persons could have a material adverse impact on our portfolio company and, in turn, on us;

 •

 generally, little public information exists about these companies, and we are required to rely on our Adviser to obtain adequate information to evaluate the potential returns from investing in these companies;

 •

 they generally have less predictable operating results, may from time to time be parties to litigation, may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence, and may require substantial additional capital to support their operations, finance expansion or maintain their competitive position. In addition, our executive officers, directors and our Adviser may, in the ordinary course of business, be named as defendants in litigation arising from our investments in these portfolio companies; and

 •

 they may have difficulty accessing the capital markets to meet future capital needs, which may limit their ability to grow or to repay their outstanding indebtedness upon maturity.

 We are a non-diversified
 investment company within the meaning of the 1940 Act, and therefore we are not limited by the 1940 Act with respect to the proportion of our assets that may be invested in securities of a single issuer.

 We are classified as a non-diversified
 investment company within the meaning of the 1940 Act, which means that we are not limited by the 1940 Act with respect to the proportion of our assets that we may invest in securities of a single issuer. Our election to be treated as an intention to qualify and be eligible to be treated as a RIC, however, has its own diversification requirement with which we intend to comply. To the extent that we assume large positions in the securities of a small number of issuers, our net asset value may fluctuate to a greater extent than that of a diversified investment company as a result of changes in the financial condition or the market's assessment of the issuer. We may also be more susceptible to any single economic or regulatory occurrence than a diversified investment company. Beyond the asset diversification requirements associated with our qualification as a RIC under the Code and certain contractual diversification requirements under a credit facility or other agreements, we do not have fixed guidelines for diversification, and our investments could be concentrated in relatively few portfolio companies.
 Our portfolio may be concentrated in a limited number of portfolio companies, industries and/or sectors which will subject us to a risk of significant loss if any of these companies defaults on its obligations under any of its debt instruments or if there is a downturn in a particular industry or sector.

 Our portfolio may be concentrated in a limited number of portfolio companies, industries and/or sectors. Beyond the asset diversification requirements associated with our qualification as a RIC under the Code and certain contractual diversification requirements of a credit facility or other agreements, we do not have fixed guidelines for diversification. As a result, the aggregate returns we realize may be significantly adversely affected if a small number of investments perform poorly or if we need to write down the value of any one investment. Additionally, our investments may be concentrated in relatively few industries or sectors. As a result, a downturn in any particular industry or sector in which we are invested could also significantly impact the aggregate returns we realize.
 The lack of liquidity in our investments may adversely affect our business

.

 We will generally make investments in private companies. Private companies have reduced access to the capital markets, resulting in diminished capital resources and ability to withstand financial distress. Furthermore, substantially all of our investments in private companies will be subject to legal and other restrictions on resale or will otherwise be less liquid than publicly traded securities.
 The illiquidity of our investments may make it difficult for us to sell such investments if the need arises. In addition, if we are required to liquidate all or a portion of our portfolio quickly, we may realize significantly less than the value at which we have previously recorded our investments. In addition, we may face other restrictions on our ability to liquidate an investment in a portfolio company to the extent that we have material non-public
 information regarding such portfolio company or if an investment is held by one of our subsidiaries and is subject to contractual limitations on sale, such as the limitations on transfer of assets under certain circumstances under a credit facility. These and similar risks may also be applicable to thinly-traded companies in which we may invest.
 Price declines and illiquidity in the corporate debt markets may adversely affect the fair value of our portfolio investments, reducing our net asset value through increased net unrealized depreciation.

 As a BDC, we are required to carry our investments at market value or, if no market value is ascertainable, at fair value as determined in good faith by the Adviser under our valuation policy and process. As part of the valuation process, we may take into account the following types of factors, if relevant, in determining the fair value of our investments:

 •

 a comparison of the portfolio company's securities to publicly traded securities;

 •

 the enterprise value of a portfolio company;

 •

 the nature and realizable value of any collateral;

 •

 the portfolio company's ability to make payments and its earnings;

 •

 the markets in which the portfolio company does business; and

 •

 changes in the interest rate environment and the credit markets generally that may affect the price at which similar investments may be made in the future and other relevant factors.

 When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, we use the pricing indicated by the external event to corroborate our valuation. We record decreases in the market values or fair values of our investments as unrealized depreciation. Declines in prices and liquidity in the corporate debt markets may result in significant net unrealized depreciation in our portfolio. The effect of all of these factors on our portfolio may reduce our net asset value by increasing net unrealized depreciation in our portfolio. Depending on market conditions, we could incur substantial realized losses and may suffer additional unrealized losses in future periods, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
 The Adviser may effectuate short sales that subject us to unlimited loss potential.

 The Adviser may enter into transactions in which it sells a security it does not own, which we refer to as a short sale, in anticipation of a decline in the market value of the security. Short sales for our account theoretically will involve unlimited loss potential since the market price of securities sold short may continuously increase. Under adverse market conditions, the Adviser might have difficulty purchasing securities to meet short sale delivery obligations and may have to cover short sales at suboptimal prices. Further, if other short positions of the same security are closed out at the same time, a "short squeeze" can occur where demand exceeds the supply for the security sold short. A short squeeze makes it more likely that the Adviser will need to replace the borrowed security at an unfavorable price.
 Our investments in the healthcare industry are subject to numerous risks, including competition, extensive government regulation and commercial difficulties.

 Our investments in portfolio companies in the healthcare industry, particularly the pharmaceuticals, devices, life sciences and facilities sub-sectors
 are subject to numerous risks. The successful and timely implementation of the business model of our healthcare portfolio companies depends on their ability to adapt to changing technologies and introduce new products. As competitors continue to introduce competitive products, the development and acquisition of innovative products and technologies that improve efficacy, safety and cost- effectiveness are important to the success of such portfolio companies. The success of new product offerings will depend on many factors, including the ability to properly anticipate and satisfy customer needs, obtain regulatory approvals on a timely basis, develop and manufacture products in an economic and timely manner, obtain or maintain advantageous positions with respect to intellectual property, and differentiate products from those of competitors. Failure by our portfolio companies to introduce planned products or other new products or to introduce products on schedule could have a material adverse effect on our business, financial condition and results of operations.
 Further, the development of products by pharmaceuticals, devices, life sciences and facilities companies in the healthcare industry requires significant research and development, clinical trials and regulatory approvals. The results of product development efforts may be affected by a number of factors, including the ability to innovate, develop and manufacture new products, complete clinical trials, obtain regulatory approvals and reimbursement in the United States and abroad, or gain and maintain market approval of products. In addition, regulatory review processes by U.S. and foreign agencies may extend longer than anticipated as a result of decreased funding and tighter fiscal budgets. Further, patents attained by others can preclude or delay the commercialization of a product. There can be no assurance that any products now in development will achieve technological feasibility, obtain regulatory approval, or gain market acceptance. Failure can occur at any point in the development process, including after significant funds have been invested. Products may fail to reach the market or may have only limited commercial success because of efficacy or safety concerns, failure to achieve positive clinical outcomes, inability to obtain necessary regulatory approvals, failure to achieve market adoption, limited scope of approved uses, excessive costs to manufacture, the failure to establish or maintain intellectual property rights, or the infringement of intellectual property rights of others.
 Changes in healthcare laws and other regulations applicable to some of our portfolio companies' businesses may constrain their ability to offer their products and services.

 There has also been an increased political and regulatory focus on healthcare laws in recent years, and new legislation could have a material effect on the business and operations of some of our portfolio companies by increasing their compliance and other costs of doing business, requiring significant systems enhancements, or rendering their products or services less profitable or obsolete. In particular, the Food and Drug Administration ("FDA"), has established regulations, guidelines and policies to govern the development and approval of pharmaceuticals and medical devices, as have foreign regulatory authorities, which affect some of our portfolio companies. Any change in regulatory requirements due to the adoption by the FDA and/or foreign regulatory authorities of

 new legislation, regulations, or policies may require some of our portfolio companies to amend existing clinical trial protocols or add new clinical trials to comply with these changes. Such amendments to existing protocols and/or clinical trial applications or the need for new ones, may significantly impact the cost, timing and completion of the clinical trials. Also, may have adverse effects on certain healthcare sub-sectors
 due to changes in payer-mix,
 patient volumes, as well as other changes to the current law.
 We may hold the debt securities of leveraged companies that may, due to the significant volatility of such companies, enter into bankruptcy proceedings.

 Leveraged companies may experience bankruptcy or similar financial distress. The bankruptcy process has a number of significant inherent risks. Many events in a bankruptcy proceeding are the product of contested matters and adversary proceedings and are beyond the control of the creditors. A bankruptcy filing by an issuer may adversely and permanently affect the issuer. If the proceeding is converted to a liquidation, the value of the issuer may not equal the liquidation value that was believed to exist at the time of our investment. The duration of a bankruptcy proceeding is also difficult to predict, and a creditor's return on investment can be adversely affected by delays until a plan of reorganization or liquidation ultimately becomes effective. The administrative costs in connection with a bankruptcy proceeding are frequently high and would be paid out of the debtor's estate prior to any return to creditors. Because the standards for classification of claims under bankruptcy law are vague, our influence with respect to the class of securities or other obligations we own may be lost by increases in the number and amount of claims in the same class or by different classification and treatment. In the early stages of the bankruptcy process, it is often difficult to estimate the extent of, or even to identify, any contingent claims that might be made. In addition, certain claims that have priority by law (for example, claims for taxes) may be substantial, eroding the value of any recovery by holders of other securities of the bankrupt entity.
 Depending on the facts and circumstances of our investments and the extent of our involvement in the management of a portfolio company, upon the bankruptcy of a portfolio company, a bankruptcy court may recharacterize our debt investments as equity interests and subordinate all or a portion of our claim to that of other creditors. This could occur even though we may have structured our investment as senior debt.
 Economic recessions or downturns could impair the ability of our portfolio companies to repay loans and increase our costs, which, in turn, could increase our non-performing
 assets, decrease the value of our portfolio, reduce our volume of new loans and otherwise harm our operating results.

 Many of our portfolio companies may be susceptible to economic slowdowns or recessions and may be unable to repay our loans during these periods. Therefore, our non-performing
 assets are likely to increase and the value of our portfolio is likely to decrease during these periods. Adverse economic conditions may also decrease the value of collateral securing some of our loans and the value of our equity investments. Economic slowdowns or recessions could lead to financial losses in our portfolio and a decrease in revenues, net income and assets. Unfavorable economic conditions also could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. These events could prevent us from making new investments, increase credit losses and harm our operating results, which could have an adverse effect on our results of operations.
 We may be subject to risks associated with syndicated loans.

 From time to time, we may acquire interests in syndicated loans. Under the documentation for such loans, a financial institution or other entity typically is designated as the administrative agent and/or collateral agent. This agent is granted a lien on any collateral on behalf of the other lenders and distributes payments on the indebtedness as they are received. The agent is the party responsible for administering and enforcing the loan and generally may take actions only in accordance with the instructions of a majority or two-thirds
 of the holders of commitments and/or principal amount of the associated indebtedness. In most cases, we do not expect to hold a sufficient amount of the indebtedness to be able to compel any actions by the agent. For example, in many cases, our investments may represent less than the amount of associated indebtedness sufficient to compel such actions or represent subordinated debt which is precluded from acting and, consequently, we would only be able to direct such actions if instructions from us were made in conjunction with other holders of associated indebtedness that together with us compose the requisite percentage of the related indebtedness then entitled to take action. Conversely, if holders of the required amount of the associated indebtedness (excluding amounts held by us) desire to take certain actions, such actions may be taken even if we did not support such actions. Furthermore, if an investment is subordinated to one or more senior loans made to the applicable obligor, our ability to exercise such rights may be subordinated to the exercise of such rights by the senior lenders. Accordingly, we may be precluded from directing such actions unless we act together with other holders of the indebtedness. If we are unable to direct such actions, we cannot assure you that the actions taken will be in our best interests.

 If an investment is a syndicated revolving loan or delayed drawdown loan, other lenders may fail to satisfy their full contractual funding commitments for such loan, which could create a breach of contract, result in a lawsuit by the obligor against the lenders and adversely affect the fair market value of our investment.
 There is a risk that a loan agent may become bankrupt or insolvent. Such an event would delay, and possibly impair, any enforcement actions undertaken by holders of the associated indebtedness, including attempts to realize upon the collateral securing the associated indebtedness and/or direct the agent to take actions against the related obligor or the collateral securing the associated indebtedness and actions to realize on proceeds of payments made by obligors that are in the possession or control of any other financial institution. In addition, we may be unable to remove the agent in circumstances in which removal would be in our best interests. Moreover, agented loans typically allow for the agent to resign with certain advance notice.
 Our investments in CLOs may be riskier and less transparent to us and our stockholders than direct investments in the underlying companies.

 We intend to invest in CLOs. Generally, there may be less information available to us regarding the underlying debt investments held by CLOs than if we had invested directly in the debt of the underlying companies. As a result, our stockholders will not know the details of the underlying securities of the CLOs in which we will invest. Our CLO investments will also be subject to the risk of leverage associated with the debt issued by such CLOs and the repayment priority of senior debt holders in such CLOs. Our investments in prospective portfolio companies may be risky, and we could lose all or part of our investment.
 Our financial results may be affected adversely if one or more of our equity or mezzanine debt investments in a CLO vehicle defaults on its payment obligations or fails to perform as we expect.

 We intend to invest in the equity and mezzanine trances in CLOs, which involve a number of significant risks. CLOs are typically highly levered, and therefore the equity and mezzanine tranches that we will invest in are subject to a higher risk of total loss. In particular, investors in CLOs indirectly bear risks of the underlying debt investments held by such CLOs. We will generally have the right to receive payments only from the CLOs, and will generally not have direct rights against the underlying borrowers or the entity that sponsored the CLOs. Although it is difficult to predict whether the prices of indices and securities underlying CLOs will rise or fall, these prices (and, therefore, the prices of the CLOs) will be influenced by the same types of political and economic events that affect issuers of securities and capital markets generally.
 The investments we intend to make in CLOs will likely be thinly traded or have only a limited trading market. CLO investments are typically privately offered and sold in the primary and secondary markets. As a result, investments in CLOs may be characterized as illiquid securities. In addition to the general risks associated with investing in debt securities, CLOs carry additional risks, including, but not limited to: (i) the possibility that distributions from the underlying loans will not be adequate to make interest or other payments; (ii) the quality of the underlying loans may decline in value or default; and (iii) the complex structure of the security may not be fully understood at the time of investment and may produce disputes with the CLO or unexpected investment results. Further, our investments in equity and mezzanine tranches of CLOs will be subordinate to the senior debt tranches thereof.
 Investments in structured vehicles, including equity and mezzanine debt instruments issued by CLOs, involve risks, including credit risk and market risk. Changes in interest rates and credit quality may cause significant price fluctuations. Additionally, changes in the underlying loans held by a CLO may cause payments on the instruments we hold to be reduced, either temporarily or permanently. Structured investments, particularly the subordinated interests in which we invest, are less liquid than many other types of securities and may be more volatile than the loans underlying the CLOs in which we invest.
 Certain tax consequences of our investments

 There are various tax risks with respect to some of our investments, including but not limited to, the risks discussed below.
 Some of our investments outside the United States, including our CLO investments, may be treated as investments in passive foreign investment companies ("PFICs"), as defined below, and could subject us to U.S. federal income tax (including interest charges) on distributions received from a PFIC or on proceeds received from the disposition of shares in a PFIC, which tax cannot be eliminated by making distributions to our shareholders. However, we may elect to avoid the imposition of that tax. For example, we may elect to treat a PFIC as a "qualified electing fund" ("QEF") (i.e., make a "QEF election"), in which case we will be required to include our share of the PFIC's income and net capital gain annually, regardless of whether it receives any distribution from the PFIC. Alternatively, we may elect to mark the gains (and to a limited extent the losses) in such holdings "to the market" as though we had sold (and, solely for purposes of this mark-to-market

 election, repurchased) our holdings in those PFICs on the last day of our taxable

 year. Such gains and losses are treated as ordinary income and loss. The QEF and mark-to-market

 elections may have the effect of accelerating the recognition of income (without the receipt of cash) and increasing the amount required to be distributed for us to avoid taxation. Making either of these elections therefore may require us to liquidate other investments (including when it is not advantageous to do so) to meet our distribution requirement, which also may accelerate the recognition of gain and affect our total return.
 If we own (directly or indirectly) 10% or more of the total combined voting power of all classes of stock of a foreign corporation or 10% or more of the total value of shares of all classes of stock of a foreign corporation that is treated as a controlled foreign corporation ("CFC") (including equity tranche investments and certain debt tranche investments in a CLO treated as CFC), we are a "U.S. Shareholder" for purposes of the CFC provisions of the Code. A CFC is a foreign corporation that, on any day of its taxable year, is owned (directly, indirectly, or constructively) more than 50% (measured by voting power or value) by U.S. Shareholders. A U.S. Shareholder is required to include in gross income for U.S. federal income tax purposes for each taxable year of the U.S. Shareholder its pro rata share of its CFC's "subpart F income" for the CFC's taxable year ending within the U.S. Shareholder's taxable year whether or not such income is actually distributed by the CFC. Subpart F income is treated as ordinary income, regardless of the character of the CFC's underlying income. To the extent we invest in CFCs, if any, and recognize subpart F income in excess of actual cash distributions from such CFCs, if any, we may be required to sell assets (including when it is not advantageous to do so) to generate the cash necessary to distribute as dividends to our shareholders all of our income and gains and therefore to eliminate any corporate-level tax liability.
 Investments in distressed debt obligations that are at risk of or in default present special tax issues. Tax rules are not entirely clear about issues such as whether and to what extent we should recognize market discount on these debt obligations, when we may cease to accrue interest, OID or market discount, when and to what extent we may take deductions for bad debts or worthless securities and how we should allocate payments received on obligations in default between principal and income. We will address these and other related issues when, as and if we invest in such obligations, in order to seek to ensure that we distribute sufficient income to preserve our eligibility for treatment as a RIC and do not become subject to U.S. federal income or excise tax.
 Our derivative transactions, as well as any of our other hedging, short sale or similar transactions, may be subject to one or more special tax rules (including, for instance, notional principal contract, mark-to-market,

 constructive sale, straddle, wash sale and short-sale rules). These rules may affect whether gains and losses we recognize are treated as ordinary or capital and/or as short-term or long-term, accelerate our recognition of income or gains, defer losses, and cause adjustments in the holding periods of our securities. The rules could therefore affect the amount, timing and/or character of our distributions to shareholders.
 Because the tax rules applicable to derivative financial instruments are in some cases uncertain under current law, an adverse determination or future guidance by the IRS with respect to these rules (which determination or guidance could be retroactive) may affect whether we have made sufficient distributions, and otherwise satisfied the relevant requirements, to maintain our qualification as a RIC and avoid a corporate-level tax.
 To qualify for the special tax treatment accorded RICs and their shareholders, we must meet certain source-of-income,

 asset diversification and annual distribution requirements. Our ability to pursue our investment strategy may be limited or adversely affected by our intention to qualify as a RIC and our strategy may bear adversely on our ability to so qualify.
 We may not realize gains from our equity investments.

 When we invest in mezzanine loans or senior secured loans, we may also invest in the equity securities of the borrower or acquire warrants or other equity securities as well. In addition, we may invest directly in the equity securities of portfolio companies. Our goal is ultimately to dispose of such equity interests and realize gains upon our disposition of such interests. However, the equity interests we receive may not appreciate in value and, in fact, may decline in value. Accordingly, we may not realize gains from our equity interests, and any gains that we do realize on the disposition of such equity interests may not be sufficient to offset any other losses we experience.
 Our failure to make follow-on
 investments in our portfolio companies could impair the value of our portfolio, and our ability to make follow-on
 investments in certain portfolio companies may be restricted.

 Following an initial investment in a portfolio company, we may make additional investments in that portfolio company as "follow-on"
 investments, in order to:

 •

 increase or maintain in whole or in part our equity ownership percentage;

 •

 exercise warrants, options or convertible securities that were acquired in the original or subsequent financing; or

 •

 attempt to preserve or enhance the value of our investment.

 We will have the discretion to make any follow-on
 investments, subject to the availability of capital resources, the limitations of the 1940 Act, the requirements associated with qualifying for the special tax treatment accorded RICs and their shareholders and contractual requirements under a credit facility or otherwise. We may elect not to make follow-on
 investments or otherwise lack sufficient funds to make those investments. The failure to make follow-on
 investments may, in some circumstances, jeopardize the continued viability of a portfolio company and our initial investment, or may result in a missed opportunity for us to increase our participation in a successful operation. Even if we have sufficient capital to make a desired follow-on
 investment, we may elect not to make a follow-on
 investment because we do not want to increase our exposure to the portfolio company, because we prefer other opportunities or because we are inhibited by compliance with BDC requirements, or our contractual requirements or the desire to qualify for the special tax treatment accorded RICs and their shareholders.
 Because we may not hold controlling equity interests in our portfolio companies, we may not be in a position to exercise control over our portfolio companies or to prevent decisions by management of our portfolio companies that could decrease the value of our investments.

 Although we intend to take controlling equity positions in some of our portfolio companies, we do not intend to take a controlling equity interest in all of our portfolio companies. In addition, we may not be in a position to control any portfolio company by investing in its debt securities. As a result, we will be subject to the risk that a portfolio company may make business decisions with which we disagree, and the stockholders and management of a portfolio company may take risks or otherwise act in ways that are adverse to our interests. Due to the lack of liquidity for the debt and equity investments that we will typically hold in our portfolio companies, we may not be able to dispose of our investments in the event we disagree with the actions of a portfolio company, and we may therefore suffer a decrease in the value of our investments.
 Defaults by issuers of our holdings will harm our operating results.

 A portfolio company's failure to satisfy financial or operating covenants imposed by us or other lenders could lead to defaults and, potentially, termination of its loans and foreclosure on its assets. This could trigger cross-defaults under other agreements and jeopardize such portfolio company's ability to meet its obligations under the debt or equity securities that we hold. Our investments in loans of such issuers may be placed on non-accrual
 status under those circumstances, if principal and/or interest payments become overdue or if there is a reasonable doubt that principal or interest will be collected. We may incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms, which may include the waiver of certain financial covenants, with a defaulting portfolio company. A payment default on a loan to a portfolio company or a default leading to the acceleration of debt of a portfolio company could cause the loan to such portfolio company held by us to become, or to be deemed to be, a defaulted obligation under a credit facility. This, in turn, could result in a coverage test under a credit facility not being met and the diversion of distributions of assets to pay down debt under the credit facility rather than to make distributions. Such a portfolio company default could also lead to an event of default and acceleration under a credit facility and liquidation by the related lender of the assets securing the credit facility. Any such diversion of cash flow or any event of default could result in our being unable to make distributions to our stockholders in amounts sufficient to qualify for the special tax treatment accorded RICs and their shareholders, or at all, and could have a material adverse effect on our business, financial condition and results of operations. Investments in issuers that are in default or that have been placed on non-accrual
 status have in the past represented and may in the future represent a significant portion of our portfolio.
 Our Adviser's liability will be limited under the Investment Advisory Agreement, and we have agreed to indemnify our Adviser against certain liabilities, which may lead our Adviser to act in a riskier manner on our behalf than it would when acting for its own account.

 Under the Investment Advisory Agreement, our Adviser will not assume any responsibility to us other than to render the services called for under that agreement, and it will not be responsible for any action of the Board in following or declining to follow our Adviser's advice or recommendations. Our Adviser maintains a contractual, as opposed to a fiduciary, relationship with us. Under the terms of the Investment Advisory Agreement, our Adviser, its officers, members, personnel, and any person controlling or controlled by our Adviser will not be liable to us, any subsidiary of ours, our directors, our stockholders or any subsidiary's stockholders or partners for acts or omissions performed in accordance with and pursuant to the Investment Advisory Agreement, except those resulting from acts constituting negligence or misconduct. In addition, we have agreed to indemnify our Adviser and each of its officers, directors, members, managers and employees from and against any claims or liabilities, including reasonable legal fees and other expenses reasonably incurred, arising out of or in connection with our business and operations or any action taken or omitted on our behalf pursuant to authority granted by the Investment Advisory Agreement, except where attributable to negligence or misconduct. These protections may lead our Adviser to act in a riskier manner when acting on our behalf than it would when acting for its own account.

 We may be obligated to pay our Adviser incentive compensation even if we incur a net loss due to a decline in the value of our portfolio.

 Our Investment Advisory Agreement entitles our Adviser to receive incentive compensation on income regardless of any capital losses. In such case, we may be required to pay our Adviser incentive compensation for a fiscal quarter even if there is a decline in the value of our portfolio or if we incur a net loss for that quarter.
 Any incentive fee payable by us that relates to our net investment income may be computed and paid on income that may include interest that has been accrued but not yet received. If a portfolio company defaults on a loan that is structured to provide accrued interest, it is possible that accrued interest previously included in the calculation of the incentive fee will become uncollectible. Our Adviser is not under any obligation to reimburse us for any part of the incentive fee it received that was based on accrued income that we never received as a result of a default by an entity on the obligation that resulted in the accrual of such income, and such circumstances would result in our paying an incentive fee on income we never received.
 We may not apply or be approved for an SBIC license.

 An affiliate of the Company may apply for a license to form an SBIC. If such an application is made and approved and the SBA so permits, we anticipate that the SBIC license would be transferred to a wholly-owned subsidiary of ours. Following such transfer, we anticipate that the SBIC subsidiary would be allowed to issue SBA-guaranteed
 debentures, subject to certain regulatory requirements. SBA guaranteed debentures carry long-term fixed rates that are generally lower than rates on comparable bank and other debt. We cannot assure that we will make an application for an SBIC license, be successful in receiving an SBIC license from the SBA or that the SBA will permit such license to be transferred to us. If we do receive an SBIC license, there is no minimum amount of SBA-guaranteed
 debentures that must be allocated to us.
 Our portfolio companies may prepay loans, which prepayment may reduce our yields if capital returned cannot be invested in transactions with equal or greater expected yields.

 The loans in our investment portfolio may be prepayable at any time. It is not clear at this time when each loan may be prepaid. Whether a loan is prepaid will depend both on the continued positive performance of the portfolio company and the existence of favorable financing market conditions that allow such company the ability to replace existing financing with less expensive capital. As market conditions change, we do not know when, and if, prepayment may occur for each portfolio company. In the case of some of these loans, having the loan prepaid may reduce the achievable yield for us if the capital returned cannot be invested in transactions with equal or greater expected yields, which could have a material adverse effect on our business, financial condition and results of operations.
 The disposition of our investments may result in contingent liabilities.

 We currently expect that a significant portion of our investments will involve private securities. In connection with the disposition of an investment in a private company, we may be required to make representations about the business and financial affairs of the portfolio company typical of those made in connection with the sale of a business. We may also be required to indemnify the purchasers of such investment to the extent that any such representations turn out to be inaccurate or with respect to certain potential liabilities. These arrangements may result in contingent liabilities that ultimately yield funding obligations that must be satisfied through our return of certain distributions previously made to us.
 We may expose ourselves to risks if we engage in hedging transactions.

 If we engage in hedging transactions, we may expose ourselves to risks associated with such transactions. We may borrow under a credit facility in currencies selected to minimize our foreign currency exposure or use instruments such as forward contracts, currency options and interest rate swaps, caps, collars and floors to seek to hedge against fluctuations in the relative values of our portfolio positions from changes in currency exchange rates and market interest rates. Hedging against a decline in the values of our portfolio positions caused by these risks does not eliminate the possibility of fluctuations in the values of such positions or prevent losses if the values of such positions decline for other reasons. Such hedging transactions may also limit the opportunity for gain if the values of the underlying portfolio positions should increase. Moreover, it may not be possible to hedge against an exchange rate

 or interest rate fluctuation that is so generally anticipated that we are not able to enter into a hedging transaction at an acceptable price. Our ability to engage in hedging transactions may also be adversely affected by recent rules adopted by the CFTC unless we register as a commodity pool operator. While we may enter into such transactions to seek to reduce currency exchange rate and interest rate risks, unanticipated changes in currency exchange rates or interest rates may result in poorer overall investment performance than if we had not engaged in any such hedging transactions. In addition, the degree of correlation between price movements of the instruments used in a hedging strategy and price movements in the portfolio positions being hedged may vary. Moreover, for a variety of reasons, we may not seek to establish a perfect correlation between such hedging instruments and the portfolio holdings being hedged. Any such imperfect correlation may prevent us from achieving the intended hedge and expose us to risk of loss. In addition, it may not be possible to hedge fully or perfectly against currency fluctuations affecting the value of securities denominated in non-U.S.
 currencies because the value of those securities is likely to fluctuate as a result of factors not related to currency fluctuations.
 Investments in securities of foreign companies, if any, may involve significant risks in addition to the risks inherent in U.S. investments.

 We may make investments in securities of foreign companies. Investing in foreign companies may expose us to additional risks not typically associated with investing in U.S. companies. These risks include changes in exchange control regulations, political and social instability, expropriation, imposition of foreign taxes, less liquid markets and less available information than is generally the case in the U.S., higher transaction costs, less government supervision of exchanges, brokers and issuers, less developed bankruptcy laws, difficulty in enforcing contractual obligations, lack of uniform accounting and auditing standards and greater price volatility.
 In addition, any investments we make that are denominated in a foreign currency will be subject to the risk that the value of a particular currency will change in relation to one or more other currencies. Among the factors that may affect currency values are trade balances, the level of short-term interest rates, differences in relative values of similar assets in different currencies, long-term opportunities for investment and capital appreciation, and political developments. We may employ hedging techniques to minimize these risks, but we can offer no assurance that we will, in fact, hedge currency risk, or, that if we do, such strategies will be effective.
 We may invest in foreign sovereign debt and the foreign governmental issuers of debt of the governmental authorities that control repayment of the debt may be unable or unwilling to repay principal or pay interest when due.

 Investments in sovereign debt involve special risks. Foreign governmental issuers of debt or the governmental authorities that control the repayment of the debt may be unable or unwilling to repay principal or pay interest when due. In the event of default, there may be limited or no legal recourse. Political conditions, especially a sovereign entity's willingness to meet the terms of its debt obligations, are of considerable significance. The ability of a foreign sovereign issuer, especially an emerging market country, to make timely payments on its debt obligations will also be strongly influenced by the sovereign issuer's balance of payments, including export performance, its access to international credit facilities and investments, fluctuations of interest rates and the extent of its foreign reserves. In addition, there is no bankruptcy proceeding with respect to sovereign debt on which a sovereign has defaulted and the Company may be unable to collect all or part of its investment in a particular issue. Foreign investment in certain sovereign debt is restricted or controlled to varying degrees, including requiring governmental approval for the repatriation of income, capital or proceeds of sales by foreign investors. These restrictions or controls may at times limit or preclude foreign investment in certain sovereign debt and increase our costs and expenses.
 We are not obligated to complete a liquidity event by a specified date; therefore, it will be difficult for an investor to sell his or her shares.

 We intend to seek to complete a liquidity event for our stockholders within five years following the completion of our offering stage. We expect that the Board, in the exercise of the requisite standard of care applicable to directors under Delaware law, will determine to pursue a liquidity event when it believes that then-current market conditions are favorable for a liquidity event, and that such a transaction is in the best interests of our stockholders. A liquidity event could include (1) a listing of our shares on a national securities exchange, (2) the sale of all or substantially all of our assets either on a complete portfolio basis or individually followed by a liquidation or (3) a merger or another transaction approved by the Board in which our stockholders likely will receive cash or shares of a publicly traded company. However, there can be no assurance that we will complete a liquidity event within such time or at all. If we do not successfully complete a liquidity event, liquidity for an investor's shares will be limited to our share repurchase program, which we have no obligation to maintain.

 We intend to offer to repurchase your shares on a quarterly basis. Only a limited number of shares will be repurchased, however, and, to the extent you are able to sell your shares under the repurchase program, you may not be able to recover the amount of your investment in those shares.

 We intend to commence tender offers to allow you to tender your shares on a quarterly basis at a price equal to 90% of our public offering price in effect on the date of repurchase. The share repurchase program will include numerous restrictions that limit your ability to sell your shares. We intend to limit the number of shares repurchased pursuant to our share repurchase program as follows:

 •

 we currently intend to limit the number of shares to be repurchased during any calendar year to the number of shares we can repurchase with the proceeds we receive from the sale of shares of our common stock under our distribution reinvestment plan, although at the discretion of the Board, we may also use cash on hand, cash available from borrowings and cash from liquidation of securities investments as of the end of the applicable period to repurchase shares;

 •

 we will limit the number of shares to be repurchased in any calendar year to 10% of the weighted average number of shares outstanding in the prior calendar year, or 2.5% in each quarter;

 •

 unless you tender all of your shares, you must tender at least 25% of the shares you have purchased and must maintain a minimum balance of $2,500 subsequent to submitting a portion of your shares for repurchase by us; and

 •

 to the extent that the number of shares tendered for repurchase exceeds the number of shares we are able to repurchase, we will repurchase shares as nearly as may be pro-rata,
 except as permitted by Rule 13e-4
 of the Exchange Act, not on a first-come, first- served basis. Further, we will have no obligation to repurchase shares if the repurchase would violate the restrictions on distributions under federal law or Delaware law, which prohibits distributions that would cause a corporation to fail to meet statutory tests of solvency. These limits may prevent us from accommodating all repurchase requests made in any year. The Board may amend, suspend or terminate the repurchase program upon 30 days' notice. We will notify you of such developments (1) in our quarterly reports or (2) by means of a separate mailing to you, accompanied by disclosure in a current or periodic report under the Exchange Act. In addition, although we have adopted a share repurchase program, we will have discretion to not repurchase your shares, to suspend the plan and to cease repurchases. Further, the plan has many limitations and should not be relied upon as a method to sell shares promptly or at a desired price.

 The timing of our repurchase offers pursuant to our share repurchase program may be at a time that is disadvantageous to our stockholders.

 When we make quarterly repurchase offers pursuant to our share repurchase program, we may offer to repurchase shares at a price that is lower than the price that investors paid for shares. As a result, to the extent investors have the ability to sell their shares to us as part of our share repurchase program, the price at which an investor may sell shares, which we expect to be 90% of the offering price in effect on the date of repurchase, may be lower than what an investor paid in connection with the purchase of shares.
 In addition, in the event an investor chooses to participate in our share repurchase program, the investor will be required to provide us with notice of intent to participate prior to knowing what the net asset value per share will be on the repurchase date. Although an investor will have the ability to withdraw a repurchase request prior to the repurchase date, to the extent an investor seeks to sell shares to us as part of our share repurchase program, the investor will be required to do so without knowledge of what the repurchase price of our shares will be on the repurchase date.
 There is a risk that you may not receive distributions or that our distributions may not grow over time.

 We cannot assure you that we will achieve investment results that will allow us to make a specified level of cash distributions or year-to-year

 increases in cash distributions. Also, due to the asset coverage test applicable to us as a BDC, we may be limited in our ability to make distributions. Finally, if more stockholders receive cash dividends and other distributions rather than opt to participate in our distribution reinvestment plan, we may be forced to liquidate some of our investments and raise cash in order to make distribution payments. All distributions will be paid at the discretion of the Board and will depend on our earnings, our financial condition, qualification for the special tax treatment accorded RICs and their shareholders, compliance with applicable BDC regulations and such other factors as the Board may deem relevant from time to time. We cannot assure you that we will pay distributions to our stockholders in the future.
 Investing in our shares may involve an above average degree of risk and is intended for long-term investors.

 The investments we make in accordance with our investment objective and strategies may result in a higher amount of risk than alternative investment options and volatility or loss of principal. Our investments in portfolio companies may be highly speculative and aggressive, and therefore, an investment in our shares may not be suitable for an investor with a lower risk tolerance. In addition, our common stock is intended for long-term investors.

 We may allocate the net proceeds from the offering in ways with which you may not agree.

 We will have significant flexibility in investing the net proceeds of our public offering. You will be unable to evaluate the manner in which the net proceeds of the offering will be invested or the economic merit of our expected investments and, as a result, we may use the net proceeds from the offering to invest in investments with which you may not agree. We intend to invest, under normal circumstances, at least 80% of our total assets in debt and equity of middle-market companies, with an emphasis on healthcare companies, syndicated floating rate debt of large public and non-public
 companies and mezzanine and equity tranches of CLOs. Additionally, we will not provide you with information on potential investments prior to our acquisition of such investments. In addition, we have flexibility under our investment policy to invest a significant portion of our assets in investments that are not debt or equity investments in middle-market companies. The failure of our management to apply net proceeds from this offering effectively or find investments that meet our investment criteria in sufficient time or on acceptable terms could result in unfavorable returns and could cause a material adverse effect on you.

 Item 1B.

 Unresolved Staff Comments

 None

 Item 1C.

 Cybersecurity

 Risk Management and Strategy

 As an integral part of our commitment to safeguarding sensitive information and ensuring the integrity of our operations, the Company utilizes the expertise and diligence of the Adviser and the Company (together, the "Organization") in upholding robust cybersecurity measures. The Organization maintains a robust and evolving enterprise-wide cybersecurity risk management program (the "Program") that is designed to assess, identify, manage, mitigate and respond to cybersecurity threats and keep pace with technological innovations, while also meeting applicable legal and regulatory requirements. Through the implementation of the Program, we strive to protect critical information assets (e.g., data, systems, infrastructure) and safeguard the Company from new and emerging threats.
 The Program incorporates legal and regulatory requirements, aligns to industry best practices and requires the safeguarding and protection of information in relation to established information classifications. The Organization does not currently engage a third party to wholly review its information security infrastructure. However, as part of the Program, the Adviser has network-level penetration testing conducted annually by a third-party, along with application and physical penetration testing conducted regularly by both internal and external resources.
 We are aware of the risks associated with third-party service providers ("vendors"), and the Adviser implements stringent processes to oversee and manage these risks. The Adviser leverages a robust and mature vendor information risk management methodology for evaluating vendors. This review includes, among others, a review of independent assurance (e.g., SOC 2 Type 2 reports, ISO 27001 audits), independent penetration tests and policy documentation, as applicable. Moreover, the Adviser consistently includes contractual terms enshrining cybersecurity and availability requirements into the Adviser's legal agreements with vendors. The Adviser also reassesses critical vendors on a regular basis.
 The Adviser and the Company face risks from cybersecurity threats that could have a material adverse effect
 on our business, financial condition, result of operations, cash flow or reputation. Such risks to date have not had any impact on or relation to the Adviser's business or the Company including our investment strategy, results of operations or financial condition. However, affiliated business lines have experienced threats to their data and systems periodically, including malware and computer virus attacks. The Organization has a robust information security program including but not limited to, an incident management process and monitors for suspicious network activity, phishing program for educational purposes internally, endpoint protection tools, encryption and more to protect against threats. However, future incidents could have a material impact on our business strategy, results of operations or financial condition. For more information about the cybersecurity risks we face, see our disclosure entitled "We depend on information systems, and systems failures could significantly disrupt our business, which may, in turn, negatively affect our ability to pay dividends to our stockholders." under "Item 1A. Risk Factors."
 Governance

 The Board is provided regular reports by the Adviser on its processes for identifying and mitigating cybersecurity risks for the Company. The Board actively participates in discussions with management, including the Company's Chief Compliance Officer and the Organization's personnel responsible for cybersecurity, and among themselves regarding cybersecurity risks. The Organization's cybersecurity program includes policies designed to detect and respond to cyber-attacks, monitoring third-party service providers' cyber security policies, and descriptions of the infrastructure, processes and personnel that are devoted to identifying and addressing internal and external threats. The Organization has strategically integrated its cybersecurity program into its broader risk management framework to promote a company-wide culture of cybersecurity risk management and to protect information on a global basis. The Organization draws upon its team of information security and business resilience professionals that work closely with business and information technology colleagues to continuously evaluate and address cybersecurity risks.

 Item 2.

 Properties

 We do not own any real estate or other physical properties materially important to our operation. Our headquarters are located at 300 Crescent Court, Suite 700, Dallas, Texas 75201. We believe that our office facilities are suitable and adequate for our business as it is presently conducted.

 Item 3.

 Legal Proceedings

 Although we may, from time to time, be involved in litigation arising out of our operations in the normal course of business or otherwise, neither the Company nor any of its subsidiaries is currently a party to any pending material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against the Company or against its subsidiaries.

 Item 4.

 Mine Safety Disclosures

 Not applicable.

 Item 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 Market Information

 There is currently no secondary market for our common stock, and we do not expect that a secondary market for our shares will develop in the foreseeable future. No shares of our common stock have been authorized for issuance under any equity compensation plans.
 Set forth below is a chart describing the classes of our securities outstanding as of December 31, 2024:

 Title of Class

 Authorized

 Amount Held by Us
or for Our Account

 Amount Outstanding

 Exclusive of Amount

 Under Column

 200,000,000

 —

 8,695,640

 Preferred Stock

 25,000,000

 —

 —

 As of December 31, 2024, we had 1,253 record holders of our common stock.
 Share Repurchase Program

 On a quarterly basis, the Company intends to offer to repurchase shares of common stock on such terms as may be determined by the Board in its complete and absolute discretion unless, in the judgment of the independent directors of the Board, such repurchases would not be in the best interests of the Company's stockholders or would violate applicable law. The Company will conduct such repurchase offers in accordance with the requirements of Rule 13e-4
 of the Exchange Act and the 1940 Act. Any offer to repurchase shares of common stock will be conducted solely through tender offer materials mailed to each stockholder.
 The Company currently intends to limit the number of shares of common stock to be repurchased during any calendar year to the number of shares of common stock it can repurchase with the proceeds it receives from the sale of shares of common stock under its distribution reinvestment plan. At the discretion of the Board, the Company may also use cash on hand, cash available from borrowings and cash from liquidation of securities investments as of the end of the applicable period to repurchase shares of common stock. In addition, the Company will limit the number of shares of common stock to be repurchased in any calendar year to 10.0% of the weighted average number of shares of common stock outstanding in the prior calendar year, or 2.5% in each quarter, though the actual number of shares of common stock that the Company offers to repurchase may be less in light of the limitations noted above. The Company intends to offer to repurchase such shares of common stock at a price equal to 90% of the offering price in effect on each date of repurchase. In months in which the Company repurchases shares of common stock pursuant to its share repurchase program, it expects to conduct repurchases on the same date that it holds its first weekly closing in such month for the sale of shares of common stock in its continuous public offering. The Board may amend, suspend or terminate the share repurchase program at any time, upon 30 days' notice.
 We will repurchase shares from a stockholder in the event of the stockholder's death or Qualifying Disability, as defined below, upon such shares being presented to us for repurchase. The repurchase price for repurchases in connection with a stockholder's death or Qualifying Disability will be the NAV as determined for the next weekly pricing period commencing after the receipt by our transfer agent of a repurchase request in proper form.
 We will not be obligated to repurchase shares if more than 360 days have elapsed since the date of the death or Qualifying Disability of a stockholder. Further, the Board will have no obligation to repurchase shares if it would cause us to violate federal law or Delaware law. Moreover, the Board has the right to suspend or terminate this repurchase right to the extent that it determines it is in our best interest to do so. This repurchase right will terminate on the date that our shares are listed on a national securities exchange or are included for quotation in a national securities market. All shares to be repurchased must be (i) fully transferable and not be subject to any liens or other encumbrances and (ii) free from any restrictions on transfer. If we determine that a lien or other encumbrance or restriction exists against the shares requested to be repurchased, we will not repurchase any such shares.

 In order for a disability to be considered a "Qualifying Disability," (1) the stockholder must receive a determination of disability based upon a physical or mental condition or impairment arising after the date the stockholder acquired the shares to be repurchased, and (2) such determination of disability must be made by the governmental agency responsible for reviewing the disability retirement benefits that the stockholder could be eligible to receive (the "Applicable Governmental Agency"). For purposes of this repurchase right, Applicable Governmental Agencies are limited to the following:

 •

 if the stockholder paid Social Security taxes and, therefore, could be eligible to receive Social Security disability benefits, then the Applicable Governmental Agency is the Social Security Administration, or the agency charged with the responsibility for administering Social Security disability benefits at that time if other than the Social Security Administration;

 •

 if the stockholder did not pay Social Security taxes and, therefore, could not be eligible to receive Social Security disability benefits, but the stockholder could be eligible to receive disability benefits under the Civil Service Retirement System (the "CSRS"), then the Applicable Governmental Agency is the U.S. Office of Personnel Management or the agency charged with the responsibility for administering CSRS benefits at that time if other than the U.S. Office of Personnel Management; or

 •

 if the stockholder did not pay Social Security taxes and, therefore, could not be eligible to receive Social Security benefits, but suffered a disability that resulted in the stockholder's discharge from military service under conditions that were other than dishonorable and, therefore, could be eligible to receive military disability benefits, then the Applicable Governmental Agency is the Department of Veterans Affairs or the agency charged with the responsibility for administering military benefits at that time if other than the Department of Veterans Affairs.

 Disability determinations by governmental agencies for purposes other than those listed above, including, but not limited to, workers' compensation insurance, the administration or enforcement of the Rehabilitation Act or Americans with Disabilities Act, or waiver of insurance premiums, will not entitle a stockholder to the repurchase right. Further, as the following disabilities do not entitle a worker to Social Security disability benefits, they do not qualify the stockholder for the repurchase right, except in the limited circumstances when the stockholder is awarded disability benefits by one of the Applicable Governmental Agencies described above: (a) disabilities occurring after the legal retirement age; and (b) disabilities that do not render a worker incapable of performing substantial gainful activity.
 All stockholder repurchase requests must be accompanied by: (1) the investor's initial application for disability benefits and (2) a Social Security Administration Notice of Award, a U.S. Office of Personnel Management determination of disability under CSRS, a Department of Veterans Affairs record of disability-related discharge or such other documentation issued by the Applicable Governmental Agency that we deem acceptable and that demonstrates an award of disability benefits.
 If you tender all common shares you hold, or are considered to be holding, and you do not hold (directly or by attribution) any other units of our shares (e.g., preferred shares, if any), you will be treated as having sold your shares and generally will realize a capital gain or loss. If you tender fewer than all of your common shares or continue to hold (directly or by attribution) other units of our shares (e.g., preferred shares, if any), you may be treated as having received a distribution under Section 301 of the Code ("Section 301 distribution") unless the redemption is treated as being either (i) "substantially disproportionate" or (ii) otherwise "not essentially equivalent to a dividend" under the relevant rules of the Code. A Section 301 distribution is not treated as a sale or exchange giving rise to a capital gain or loss, but rather is treated as a dividend to the extent supported by our current and accumulated earnings and profits, with the excess treated as a return of capital reducing your tax basis in Company shares, and thereafter as capital gain. In such a case, there is a risk that non-tendering
 shareholders whose interests in us increase as a result of such tender will be treated as having received a taxable distribution from us.
 To the extent we recognize net gains on the liquidation of portfolio securities to meet such tenders, we will be required to make additional distributions to our common shareholders.
 Issuer Purchases of Equity Securities

 Date

 Total Number of Shares

 Purchased

 Average Price Paid Per

 Share

 Total Number of Shares

 Purchased as

 Part of Publicly

 Announced Program

 October 8, 2014

 652,174

 $

 9.20

 March 31, 2016

 3,232

 8.55

 3,232

 December 31, 2016

 4,169

 9.24

 4,169

 March 31, 2017

 58,893

 9.59

 58,893

 June 30, 2017

 23,441

 9.59

 23,441

 September 30, 2017

 37,284

 9.36

 37,284

 December 31, 2017

 10,820

 9.52

 10,820

 March 31, 2018

 73,736

 9.89

 73,736

 June 30, 2018

 142,605

 $

 9.69

 142,605

 September 30, 2018

 73,877

 9.61

 73,877

 December 31, 2018

 183,934

 8.75

 183,934

 March 31, 2019

 125,146

 8.51

 125,146

 June 30, 2019

 71,112

 8.69

 71,112

 September 30, 2019

 127,126

 8.58

 127,126

 December 31, 2019

 131,082

 8.41

 131,082

 March 31, 2020

 49,418

 4.88

 49,418

 June 30, 2020

 45,916

 5.87

 45,916

 September 30, 2020

 51,384

 6.09

 51,384

 December 31, 2020

 77,523

 6.16

 77,523

 March 31, 2021

 263,285

 6.31

 263,285

 June 30, 2021

 214,460

 6.38

 214,460

 September 30, 2021

 119,019

 6.55

 119,019

 December 31, 2021

 131,229

 6.36

 131,229

 March 31, 2022

 85,999

 6.40

 85,999

 June 30, 2022

 102,662

 6.02

 102,662

 September 30, 2022

 195,785

 5.94

 195,785

 94,263

 5.73

 94,263

 March 31, 2023

 181,298

 5.47

 181,298

 June 30, 2023

 179,159

 5.26

 179,159

 September 30, 2023

 118,580

 5.27

 118,580

 99,756

 5.22

 99,756

 March 31, 2024

 275,496

 5.28

 275,496

 June 30, 2024

 208,163

 5.25

 208,163

 September 30, 2024

 156,349

 5.58

 156,349

 175,103

 5.49

 175,103

 For the years ended December 31, 2024, 2023, 2022, 2021, 2020, and 2019, the Company did not repurchase any shares as part of its death and disability program. For the year ended December 31, 2018, the Company also repurchased 3,752 shares as part of its death and disability program. For the year ended December 31, 2016, the Company also repurchased 15,553 shares as part of its death and disability program. For the years ended December 31, 2017, 2015 and 2014, the Company did not repurchase any shares as part of its death and disability program.

 Distributions

 Subject to the Board's discretion and applicable legal restrictions, we intend to authorize and declare ordinary cash distributions on a weekly basis to be paid out quarterly. We will then calculate each stockholder's specific distribution amount for the period using record and declaration dates, and each stockholder's distributions will begin to accrue on the date we accept each stockholder's subscription for shares of our common stock. From time to time, we may also pay special interim distributions in the form of cash or shares of common stock at the discretion of the Board. We also intend to distribute any net capital gains (i.e., realized net long-term capital gains in excess of realized net short-term capital losses) at least annually out of the assets legally available for such distributions. For example, the Board may periodically declare share distributions in order to reduce our NAV per share if necessary, to ensure that we do not sell shares at a price below NAV per share. Each year a statement on Form 1099-DIV,
 identifying the source of the distributions (i.e., paid from ordinary income, paid from net capital gains on the sale of securities, and/or a return of capital, which is generally a nontaxable distribution), will be mailed to our stockholders. Our distributions may exceed our earnings and profits. As a result, a portion of the distributions we make may represent a return of capital for tax purposes. A return of capital is a return of your investment rather than a return of earnings or gains derived from our investment activities and will be made after deduction of the fees and expenses payable in connection with the offering, including any fees payable to the Adviser. There can be no assurance that we will be able to pay distributions at a specific rate or at all.
 In order to qualify for the special tax treatment accorded RICs and their shareholders, we must, among other things, distribute to our stockholders for each taxable year at least 90% of our investment company taxable income, which is generally our ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any, on an annual basis out of the assets legally available for such distributions. In addition, we also intend to distribute any realized net capital gains (i.e., realized net long-term capital gains in excess of realized net short-term capital losses) at least annually out of the assets legally available for such distributions.

 We have adopted an "opt in" distribution reinvestment plan for our stockholders. As a result, if we make a cash distribution, then stockholders will receive distributions in cash unless they specifically "opt in" to the distribution reinvestment plan so as to reinvest their cash distributions in additional shares of our common stock. However, certain state authorities or regulators may impose restrictions from time to time that may prevent or limit a stockholder's ability to participate in our distribution reinvestment plan. If you do not elect to participate in the plan, you will automatically receive any distributions we declare in cash. Stockholders who receive distributions in the form of shares of common stock will generally be subject to the same federal, state and local tax consequences as stockholders who elect to receive their distributions in cash.

 We intend to use newly issued shares to implement the plan. The number of shares to be issued to a stockholder is determined by dividing the total dollar amount of the distribution payable by the NAV determined in the last weekly closing of the month.

 We may fund our cash distributions to stockholders from any sources of funds available to us, including offering proceeds, borrowings, net investment income from operations, capital gains proceeds from the sale of assets, non-capital
 gains proceeds from the sale of assets and expense reimbursements from the Adviser. We have not established limits on the amount of funds we may use from available source to make distributions.
 On a quarterly basis, we will send information to all stockholders of record regarding distributions paid to our stockholders in such quarter.

 Please see below for a table detailing the dividends paid for the year ended December 31, 2024:

 Date

 Total

 12/31/2024 (3)

 $

 0.090

 $

 782,608

 $

 —

 9/30/2024

 0.090

 794,130

 272,153

 6/30/2024

 0.090

 802,979

 270,100

 3/31/2024

 0.090

 818,563

 261,274

 1/24/2024 (2)

 —

 —

 258,421

 Total

 $0.360

 $3,198,280

 $1,061,948

 Of the total dividends shown, $2,603,950 was classified as a return of capital.

 The December 2023 Dividend was reinvested in January 2024, see total December 2023 Dividend in table below.

 The December 2024 Dividend was reinvested in January 2025.

 Please see below for a table detailing the dividends paid for the year ended December 31, 2023:

 Date

 Total

 12/31/2023 (3)

 $

 0.090

 $

 837,847

 $

 —

 9/30/2023

 0.090

 842,040

 277,313

 6/30/2023

 0.090

 847,993

 275,845

 3/31/2023

 0.090

 859,401

 280,881

 1/24/2023 (2)

 —

 —

 293,686

 Total

 $

 0.360

 $

 3,387,281

 $

 1,127,725

 Of the total dividends shown, $1,757,477 was classified as a return of capital.

 The December 2022 Dividend was reinvested in January 2023, see total December 2022 Dividend in table below.

 The December 2023 Dividend was reinvested in January 2024.

 Please see below for a table detailing the dividends paid for the year ended December 31, 2022:

 Date

 Total

 12/31/2022 (3)

 $

 0.090

 $

 870,980

 $

 —

 9/30/2022

 0.090

 874,461

 303,070

 6/30/2022

 0.090

 887,710

 298,766

 3/31/2022

 0.090

 892,680

 301,212

 1/2/2022 (2)

 —

 —

 306,152

 Total

 $

 0.360

 $

 3,525,831

 $

 1,209,200

 Of the total dividends shown, $1,999,373 was classified as a return of capital.

 The December 2021 Dividend was reinvested in January 2022, see total December 2021 Dividend in table below.

 The December 2022 Dividend was reinvested in January 2023.

 Please see below for a table detailing the dividends paid for the year ended December 31, 2021:

 Date

 Total

 12/31/2021 (3)

 $

 0.090

 $

 896,061

 $

 —

 9/30/2021

 0.090

 903,359

 320,218

 6/30/2021

 0.090

 909,619

 322,287

 3/31/2021

 0.090

 924,140

 331,405

 1/2/2021 (2)

 —

 —

 345,331

 Total

 $

 0.360

 $

 3,633,179

 $

 1,319,241

 For the current period, there were no dividends classified as a return of capital.

 The December 2020 Dividend was reinvested in January 2021, see total December 2020 Dividend in table below.

 The December 2021 Dividend was reinvested in January 2022.

 Please see below for a table detailing the dividends paid for the year ended December 31, 2020:

 Date

 Total

 12/31/2020 (3)

 $

 0.090

 $

 942,766

 $

 —

 9/30/2020

 0.090

 944,487

 347,961

 4/27/2020

 0.060

 633,540

 241,202

 3/27/2020

 0.060

 629,128

 237,068

 2/27/2020

 0.060

 631,127

 245,478

 1/30/2020

 0.060

 628,352

 396,837

 1/2/2020 (2)

 —

 —

 396,214

 Total

 $

 0.420

 $

 4,409,400

 $

 1,864,760

 For the current period, there were no dividends classified as a return of capital.

 The December 2019 Dividend was reinvested in January 2020, see total December 2019 Dividend in table below.

 The December 2020 Dividend was reinvested in January 2021

 Please see below for a table detailing the dividends paid for the year ended December 31, 2019:

 Date

 Total

 1/02/2020

 $

 0.060

 $

 625,526

 $

 —

 11/28/2019

 0.060

 630,505

 398,908

 10/30/2019

 0.060

 627,684

 397,044

 10/02/2019

 0.060

 632,534

 397,215

 8/28/2019

 0.060

 628,890

 398,232

 7/31/2019

 0.060

 626,130

 395,900

 6/26/2019

 0.060

 624,201

 396,249

 5/30/2019

 0.060

 625,758

 398,933

 5/01/2019

 0.060

 623,117

 396,582

 3/27/2019

 0.060

 620,420

 392,542

 2/27/2019

 0.060

 625,257

 397,969

 1/30/2019

 0.060

 622,648

 397,645

 1/03/2019 (2)

 —

 —

 456,444

 Total

 $

 0.720

 $

 7,512,670

 $

 4,823,663

 For the current period, there were no dividends classified as a return of capital.

 The December 2018 Dividend was reinvested in January 2019, see total December 2018 Dividend in table below.

 The December 2019 Dividend was reinvested in January 2020.

 Please see below for a table detailing the dividends paid for the year ended December 31, 2018:

 Date

 Share

 Total

 Reinvested (2)

 1/03/2019

 $

 0.069

 $

 721,979

 $

 —

 11/28/2018

 0.055

 579,638

 370,940

 10/31/2018

 0.069

 721,071

 461,560

 9/26/2018

 0.055

 578,884

 369,031

 8/29/2018

 0.055

 576,777

 367,935

 8/01/2018

 0.069

 717,708

 459,995

 6/27/2018

 0.055

 579,962

 367,710

 5/30/2018

 0.055

 577,847

 368,895

 5/02/2018

 0.069

 719,079

 459,922

 3/28/2018

 0.055

 577,343

 367,026

 2/28/2018

 0.055

 566,708

 368,154

 1/31/2018

 0.069

 683,782

 451,968

 Total

 $

 0.730

 $

 7,600,778

 $

 4,413,136

 For the current period, there were no dividends classified as a return of capital.

 The December 2018 Dividend was reinvested in January 2019.

 Please see below for a table detailing the dividends paid for the year ended December 31, 2017:

 Date

 Total

 12/27/2017

 $

 0.055

 $

 532,460

 $

 351,929

 11/29/2017

 0.055

 517,804

 341,262

 11/1/2017

 0.069

 636,662

 417,795

 9/27/2017

 0.055

 505,439

 331,096

 8/30/2017

 0.055

 497,727

 328,315

 8/2/2017

 0.069

 610,689

 403,364

 6/28/2017

 0.055

 481,256

 318,649

 5/31/2017

 0.069

 580,257

 385,226

 4/26/2017

 0.055

 445,910

 295,916

 3/29/2017

 0.055

 431,714

 286,868

 3/1/2017

 0.055

 418,078

 277,772

 2/1/2017

 0.069

 499,353

 332,190

 Total

 $

 0.716

 $

 6,157,349

 $

 4,070,382

 For the current period, there were no dividends classified as a return of capital.

 Please see below for a table detailing the dividends paid for the year ended December 31, 2016:

 Date

 Share

 Total

 Reinvested

 12/28/2016

 $

 0.055

 $

 382,152

 $

 255,650

 11/30/2016

 0.055

 368,541

 247,396

 11/2/2016

 0.069

 430,784

 292,800

 9/30/2016

 0.055

 321,955

 220,312

 8/31/2016

 0.069

 377,172

 261,451

 7/30/2016

 0.055

 277,907

 200,860

 6/29/2016 (2)

 0.055

 255,731

 190,535

 6/1/2016 (3)

 0.067

 280,557

 216,628

 4/29/2016

 0.058

 228,769

 177,275

 3/31/2016

 0.058

 196,318

 161,095

 2/29/2016

 0.058

 178,122

 152,304

 1/29/2016

 0.058

 166,836

 146,197

 Total

 $

 0.712

 $

 3,464,844

 $

 2,522,2503

 For the current period, there were no dividends classified as a return of capital.

 On May 12, 2016, the Board approved a $0.002 per share monthly increase to the dividend, which was normalized to the weekly distribution schedule starting in June 2016.

 Beginning in May 2016, we began declaring dividends weekly.

 Please see below for a table detailing the dividends paid for the year ended December 31, 2015:

 Date

Share

 Total

 Reinvested

 12/31/2015

 $

 0.058

 $

 155,396

 $

 139,260

 11/30/2015

 0.058

 147,122

 137,008

 10/30/2015

 0.058

 141,377

 134,845

 9/30/2015

 0.058

 134,498

 130,315

 8/31/2015

 0.058

 128,773

 124,959

 7/31/2015

 0.058

 125,195

 122,496

 6/30/2015

 0.058

 117,215

 115,203

 5/29/2015

 0.058

 114,540

 112,647

 4/30/2015

 0.058

 108,525

 107,595

 3/31/2015

 0.058

 104,842

 104,543

 2/27/2015

 0.058

 100,082

 100,044

 1/30/2015

 0.050

 69,054

 69,022

 Total

 $

 0.688

 $

 1,446,619

 $

 1,397,937

 Of the total dividends shown, $262,760 was classified as a return of capital.

 Item 6.

 [Reserved]

 Item 7.

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

.

 The information contained in this section should be read in conjunction with our audited financial statements and related notes thereto included elsewhere in this annual report on Form 10-K.
 In this report, "we," "us" and "our" refer to NexPoint Capital, Inc (the "Company").
 Forward-Looking Statements

 Some of the statements in this annual report on Form 10-K
 constitute forward-looking statements because they relate to future events or our future performance or financial condition. The forward-looking statements contained in this annual report on Form 10-K
 may include statements as to:

 •

 our future operating results;

 •

 changes in healthcare technologies, finance and regulations adversely affecting our portfolio companies or financing model;

 •

 changes in political, economic or industry conditions, the interest rate environment or conditions affecting the financial and capital markets, which could result in changes to the value of our assets;

 •

 our business prospects and the prospects of the companies in which we may invest;

 •

 the impact of the investments that we expect to make;

 •

 the impact of increased competition;

 •

 our contractual arrangements and relationships with third parties;

 •

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

 •

 the ability of our portfolio companies to achieve their objectives;

 •

 impact and effects of the outbreak of COVID-19
 or a future pandemic or epidemic on the future financial performance of the Company;

 •

 the relative and absolute performance of our Adviser;

 •

 our current and expected financings and investments;

 •

 our ability to make distributions to our stockholders;

 •

 the adequacy of our cash resources, financing sources and working capital;

 •

 the timing and amount of cash flows, distributions and dividends, if any, from our portfolio companies;

 •

 our use of financial leverage;

 •

 the ability of the Adviser to locate suitable investments for us and to monitor and administer our investments;

 •

 the ability of the Adviser or its affiliates to attract and retain highly talented professionals;

 •

 our ability to maintain our qualification as a regulated investment company, or RIC, and as a BDC;

 •

 the impact on our business of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the rules and regulations issued thereunder;

 •

 the effect of changes to tax legislation and our tax position; and

 •

 the tax status of the enterprises in which we may invest.

 Such forward-looking statements may include statements preceded by, followed by or that otherwise include the words "may," "might," "will," "intend," "should," "could," "can," "would," "expect," "believe," "estimate," "anticipate," "predict," "potential," "plan" or similar words. The forward-looking statements contained in this annual report on Form 10-K
 involve risks and uncertainties. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth elsewhere in this annual report on Form 10-K
 and as "Risk Factors" in the prospectus relating to the continuous public offering of our common stock.

 We have based the forward-looking statements included in this annual report on Form 10-K
 on information available to us on the date of this annual report on Form 10-K.
 Except as required by the federal securities laws, we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise. Stockholders are advised to consult any additional disclosures that we may make directly to stockholders or through reports that we may file in the future with the U.S. Securities and Exchange Commission (the "SEC"), including annual reports on Form 10-K,
 quarterly reports on Form 10-Q
 and current reports on Form 8-K.
 The forward-looking statements and projections contained in this annual report on Form 10-K
 are excluded from the safe harbor protection provided by Section 27A of the Securities Act, and Section 21E of the Exchange Act. This annual report on Form 10-K
 may contain statistics and other data that have been obtained from or compiled from information made available by third-party service providers. We have not independently verified such statistics or data.
 Overview

 We were formed in Delaware on September 30, 2013, and formally commenced operations on September 2, 2014. We are an externally managed, closed-end,
 non-diversified
 management investment company that has elected to be regulated as a BDC under the 1940 Act. In addition, for U.S. federal income tax purposes, we have elected to be treated as a RIC (Regulated Investment Company) under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code") with retroactive effect to the date we elected to be treated as a BDC. As a BDC, we are also subject to certain constraints, including limitations imposed by the 1940 Act and the Code.
 NexPoint Advisors, L.P. (the "Adviser"), which serves as the adviser of the Company, is registered with the SEC as an adviser under the Advisers Act. Under the general supervision of our board of directors (the "Board") the Adviser will carry out the investment and reinvestment of the net assets of the Company, will furnish continuously an investment program with respect to the Company, and determine which securities should be purchased, sold or exchanged. In addition, the Adviser will supervise and provide oversight of the Company's service providers.

 The Adviser has also entered into a Services Agreement with Skyview Group ("Skyview"), pursuant to which the Adviser will receive administrative and operational support services to enable it to provide the required advisory services to the Company. The Adviser will compensate all Adviser and Skyview personnel who provide services to the Company.

 Certain Skyview personnel became dual-employees of NexPoint Services, Inc., a wholly-owned subsidiary of the Adviser. The same services are being performed by the dual-employees. The Adviser, and not the Company, will compensate all Adviser, Skyview, and dual-employee personnel who provide services to the Company.

 Our investment objective is to generate high current income and long-term capital appreciation. We seek to achieve our objective by using the experience of the healthcare, credit and structured products teams of the Adviser and its affiliates to source, evaluate and structure investments, identify attractive investment opportunities that are primarily debt investments that generate high income without creating undue risk for the portfolio, make equity investments where we believe there will be attractive risk-adjusted returns that compensate for the lack of current income, and make investments in debt and equity tranches of collateralized loan obligations, or CLOs, that deliver income and high relative value. We will focus on companies that are stable, have positive cash flow and the ability to grow their business model.

 Our investment policy is to invest, under normal circumstances, at least 80% of our total assets in debt and equity of middle-market companies, with an emphasis on healthcare companies, syndicated floating rate debt of large public and nonpublic companies and mezzanine and equity tranches of CLOs. Middle-market companies include companies with annual revenues between $50,000,000 and $2,500,000,000 and syndicated floating rate debt refers to loans and other instruments originated by a bank to a corporation that are sold off, or syndicated, to investors in pieces. We consider a healthcare company to be a company that is engaged in the design, development, production, sale, management or distribution of products, services or facilities used for or in connection with the healthcare industry. Additionally, we consider companies that are materially impacted by the healthcare industry (such as a contractor that derives significant revenue or profit from the construction of hospitals) as being engaged in the healthcare industry. We may invest without limit in companies that are not in the healthcare sector.

 We will leverage the expertise of our Adviser with regard to distressed investing and restructuring to make opportunistic investments in distressed companies. We will utilize the Adviser's credit underwriting capability to identify the types of companies we believe will provide high current income and/or long-term capital appreciation. In addition to the investments in the healthcare industry, we may invest a portion of our capital in other opportunistic investments in which the Adviser has expertise and where we believe an opportunity exists to achieve above average risk adjusted yields and returns. These types of opportunities may include: (1) direct lending or origination investments, (2) investments in stressed or distressed situations, (3) structured product investments, (4) equity investments and (5) other investment opportunities not typically available in other BDCs. Opportunistic investments may range from broadly syndicated deals to direct lending deals in both private and public companies and may include foreign investments. We believe this is the best approach to achieving our dual mandate of attempting to generate a high yield while also attempting to produce capital appreciation.

 We seek to invest primarily in securities deemed by the Adviser to be high income generating debt investments and income generating equity securities of privately held companies in the United States. We expect the portfolio will be concentrated primarily in senior floating rate debt securities, although we may invest without limit in securities which rank lower than senior secured instruments and may invest without limit in investments with a fixed rate of interest. We will buy syndicated loans, various tranches of CLOs and other debt instruments in the secondary market as well as originate debt so we can tailor the investment parameters more precisely to our needs. We also intend to invest a portion of the portfolio in equity securities that are non-income
 producing, when doing so will help us achieve our objective of long-term capital appreciation. We expect the size of our positions will range from less than $1,000,000 to $20,000,000, although investments may be larger as our asset base increases. We may selectively make investments in amounts larger than $20,000,000 in some of our portfolio companies. While our asset base increases, we may make smaller investments. We may invest up to 15% of our net assets in entities that are excluded from registration under the 1940 Act by virtue of section 3(c)(1) and 3(c)(7) of the 1940 Act (such as private equity funds or hedge funds). This limitation does not apply to any CLOs, certain of which may rely on Section 3(c)(1) or 3(c)(7) of the 1940 Act.
 We expect that many of the securities in which we invest will be rated below investment grade by independent rating agencies or would be rated below investment grade if they were rated. These securities, which may be referred to as "junk", have predominantly speculative characteristics with respect to the issuer's capacity to pay interest and repay principal. In addition, we expect that many of our debt investments will include floating interest rates that reset on a periodic basis and typically will not require the borrowers to pay down the outstanding principal of such debt prior to maturity.

 We and the Adviser have obtained an exemptive order dated April 19, 2016 from the SEC to permit co-investments
 among the Company and certain other accounts managed by the Adviser or its affiliates, subject to certain conditions.
 Public Offering

 As a result of a series of private placements to the Adviser, we successfully satisfied the minimum offering requirement and officially commenced operations on September 2, 2014. In connection with the satisfaction of the minimum offering requirement and the commencement of our operations, the Investment Advisory Agreement became effective and the base management fee and any incentive fees, as applicable, payable to the Adviser under the Investment Advisory Agreement began to accrue. Prior to July 21, 2023, the Adviser controlled 2,549,002 total shares of common stock of the Company, including reinvestment of dividends, for a net amount of approximately $13.4 million as of July 21, 2023. On July 21, 2023, pursuant to the terms of a Stock Purchase Agreement, Liberty CLO Holdco Ltd. ("Liberty") purchased a total of 2,549,002 shares of the Company, representing 27.05% of the Company's currently issued and outstanding common stock as of July 21, 2023. In aggregate, as of December 31, 2024, Liberty controls 2,549,002 total shares of common stock of the Company, including reinvestment of dividends, for a net amount of approximately $14.2 million. In February 2018, we closed our continuous public offering of shares of common stock.

 Revenues

 We generate a significant portion of our total revenue in the form of interest on the debt securities that we hold. We expect that the senior debt we invest in will generally have stated terms of 3 to 5 years and that the subordinated debt we invest in will generally have stated terms of 5 to 7 years. Our senior and subordinated debt investments bear interest at a fixed or floating rate. Interest on debt securities is generally payable monthly, quarterly or semiannually. In addition, some of our investments provide for deferred interest payments or payment-in-kind,

 or PIK, interest. We may also generate revenues in the form of dividends and other distributions on the equity or other securities we may hold. In addition, we may generate revenues in the form of commitment, closing, origination, structuring or diligence fees, monitoring fees, fees for providing managerial assistance, consulting fees, prepayment fees and performance-based fees. Any such fees generated in connection with our investments will be recognized as earned.
 Expenses

 We expect that our primary operating expenses will include the payment of fees to the Adviser under the Investment Advisory Agreement, our allocable portion of overhead expenses under the Administration Agreement and other operating costs described below. Prior to December 20, 2017, the Adviser was waiving most fees, subject to possible recoupment for expenses pertaining to periods from and after June 10, 2016. Effective December 20, 2017, the Adviser ended its voluntary waiver of advisory and administration fees. We bear all out-of-pocket

 costs and expenses of our operations and transactions, including:

 •

 our organization (expenses initially paid by the Adviser until sufficient equity proceeds are raised);

 •

 calculating our net asset value and net asset value per share (including the costs and expenses of independent valuation firms);

 •

 fees and expenses, including travel expenses, incurred by the Adviser or payable to third parties in performing due diligence on prospective portfolio companies, monitoring our investments and, if necessary, enforcing our rights;

 •

 interest payable on debt, if any, incurred to finance our investments;

 •

 the costs of this and all future offerings of common shares and other securities, and other incurrence of debt;

 •

 the base management fee and any incentive fee;

 •

 distributions on our shares;

 •

 administration fees payable to the Adviser under the Administration Agreement;

 •

 transfer agent and custody fees and expenses;

 •

 the actual costs incurred by the Adviser as our administrator in providing managerial assistance to those portfolio companies that request it;

 •

 amounts payable to third parties relating to, or associated with, evaluating, making and disposing of investments;

 •

 brokerage fees and commissions;

 •

 registration fees;

 •

 listing fees;

 •

 taxes;

 •

 director fees and expenses;

 •

 costs associated with our reporting and compliance obligations under the 1940 Act and applicable U.S. federal and state securities laws;

 •

 the costs of any reports, proxy statements or other notices to our stockholders, including printing costs;

 •

 costs of holding stockholder meetings;

 •

 our fidelity bond;

 •

 directors and officers/errors and omissions liability insurance, and any other insurance premiums;

 •

 litigation, indemnification and other non-recurring
 or extraordinary expenses;

 •

 direct costs and expenses of administration and operation, including audit and legal costs;

 •

 fees and expenses associated with marketing efforts, including deal sourcing fees and marketing to financial sponsors;

 •

 dues, fees and charges of any trade association of which we are a member; and

 •

 all other expenses reasonably incurred by us or the Adviser in connection with administering our business.

 During periods of asset growth, we expect our general and administrative expenses to be relatively stable or decline as a percentage of total assets and increase during periods of asset declines.

 Expense Limitation

 Pursuant to an expense limitation agreement (the "Expense Limitation Agreement"), the Adviser is contractually obligated to waive fees and, if necessary, pay or reimburse certain other expenses to limit ordinary "Other Expenses" to 1.0% of the quarter-end
 value of the Company's gross assets through the one-year
 anniversary of the effective date of the registration statement. Under the Expense Limitation Agreement, "Other Expenses" are all expenses with the exception of advisor and administration fees, organization and offering costs and the following: (i) interest, taxes, dividends tied to short sales, brokerage commissions, and other expenditures

 which are capitalized in accordance with U.S. GAAP; (ii) expenses incurred indirectly as a result of investments in other investment companies and pooled investment vehicles; (iii) other expenses attributable to, and incurred as a result of, our investments; (iv) expenses payable to the Adviser, as administrator, for providing significant managerial assistance to our portfolio companies; and (v) other extraordinary expenses (including litigation expenses) not incurred in the ordinary course of our business. The obligation will automatically renew for one-year
 terms unless it is terminated by the Company or the Adviser upon written notice within 120 days of the end of the current term or upon termination of the Investment Advisory Agreement. The Expense Limitation Agreement will continue through at least April 30, 2025.
 Any expenses waived or reimbursed by the Adviser pursuant to the Expense Limitation Agreement are subject to possible recoupment by the Adviser within three years from the date of the waiver or reimbursement. The recoupment by the Adviser will be limited to the amount of previously waived or reimbursed expenses and cannot cause the Company's expenses to exceed any expense limitation in place at the time of recoupment or waiver.

 Reimbursable Expenses Table

 The cumulative total of fees waived by the Adviser under the Expense Limitation Agreement which are recoupable as of December 31, 2024, are $1,274,344. This balance, and the balances in the tables below, only include amounts pertaining to the Expense Limitation Agreement, and do not include waived advisory and administration fees subject to recoupment discussed elsewhere herein.

 The following table reflects the 2024 quarterly fee waivers and expense reimbursements due from the Adviser as of December 31, 2024, which are subject to recoupment by the Adviser.

 Quarter Ended

Other Expenses

 Yearly
Limitation

Reimbursement

Recoupable/
(Recouped)

Eligibility Expiration

 $

 913,667

 $

 437,693

 $

 475,974

 $

 148,020

 December 31, 2027

 September 30, 2024

 700,195

 372,241

 327,954

 79,981

 September 30, 2027

 June 30, 2024

 468,715

 220,742

 247,973

 128,092

 June 30, 2027

 March 31, 2024

 232,187

 112,306

 119,881

 119,881

 March 31, 2027

 The following table reflects the 2023 quarterly fee waivers and expense reimbursements due from the Adviser as of December 31, 2023, which are subject to recoupment by the Adviser.

 Quarter Ended

Other Expenses

 Yearly
Limitation

Reimbursement

Recoupable/
(Recouped)

Eligibility Expiration

 $

 902,219

 $

 481,443

 $

 420,776

 $

 140,233

 December 31, 2026

 September 30, 2023

 630,924

 350,382

 280,543

 96,669

 September 30, 2026

 June 30, 2023

 420,066

 236,192

 183,874

 102,016

 June 30, 2026

 March 31, 2023

 208,486

 126,628

 81,858

 81,858

 March 31, 2026

 The following table reflects the 2022 quarterly fee waivers and expense reimbursements due from the Adviser as of December 31, 2022, which are subject to recoupment by the Adviser.

 Quarter Ended

Other Expenses

 Yearly
Limitation

Reimbursement

Recoupable/
(Recouped)

Eligibility Expiration

 $

 913,273

 $

 535,679

 $

 377,594

 $

 92,216

 December 31, 2025

 September 30, 2022

 678,333

 392,955

 285,378

 124,667

 September 30, 2025

 June 30, 2022

 434,019

 273,308

 160,711

 98,950

 June 30, 2025

 March 31, 2022

 211,896

 150,135

 61,761

 61,761

 During the year ended December 31, 2024, $295,261 of expense reimbursements that were eligible for recoupment by the Adviser expired.

 There can be no assurance that the Expense Limitation Agreement will remain in effect beyond April 30, 2025, or that the Adviser will reimburse any portion of our expenses in future quarters not covered by the Expense Limitation Agreement. Amounts shown do not include the amounts committed by the Adviser to voluntarily reimburse the Company for unrealized losses, all of which are not recoupable.

 Portfolio Investment Activity for the years ended December 31, 2024, 2023 and 2022

 During the year ended December 31, 2024, we made long investments in portfolio companies and other investments totaling $5,636,783. During the same period, we generated proceeds from sales and principal repayments on long investments of $12,347,585. As of December 31, 2024, our investment portfolio, with a total fair value of $44.5 million, consisted of 26 positions in portfolio companies (calculated as a percentage of investments: 14.2% in first lien senior secured loans, 1.4% in third lien senior secured loans, 0.5% in corporate bonds, 37.7% in common stocks, 25.8% in preferred stocks and 20.4% in LLC interests). As of December 31, 2024, the debt investments in our portfolio carry a weighted average cost price of 90.29% on par or stated value, as applicable, and our estimated gross annual portfolio yield (which represents the expected yield to be generated by us on our investment portfolio based on the composition of our portfolio as of such date), prior to leverage costs, was 2.45% based on the amortized cost of our investments. The portfolio yield does not represent an actual investment return to stockholders and does not include income from CLO equity.

 During the year ended December 31, 2023, we made long investments in portfolio companies and other investments totaling $4,569,498. During the same period, we generated proceeds from sales and principal repayments on long investments of $8,576,616. As of December 31, 2023, our investment portfolio, with a total fair value of $49.4 million, consisted of 35 positions in portfolio companies (calculated as a percentage of investments: 20.5% in first lien senior secured loans, 0.3% in second lien senior secured loans, 0.5% in corporate bonds, 0.0% in asset-backed securities, 0.6% in warrants, 32.3% in common stock, 21.0% in preferred stocks and 21.0% in LLC interests). As of December 31, 2023, the debt investments in our portfolio carry a weighted average cost price of 98.09% on par or stated value, as applicable, and our estimated gross annual portfolio yield (which represents the expected yield to be generated by us on our investment portfolio based on the composition of our portfolio as of such date), prior to leverage costs, was 2.58% based on the amortized cost of our investments. The portfolio yield does not represent an actual investment return to stockholders and does not include income from CLO equity. The portfolio yield does not represent an actual investment return to stockholders and does not include income from CLO equity.

 During the year ended December 31, 2022, we made long investments in portfolio companies and other investments totaling $9,519,074. During the same period, we generated proceeds from sales and principal repayments on long investments of $11,143,514. As of December 31, 2022, our investment portfolio, with a total fair value of $53.3 million, consisted of 39 positions in portfolio companies (calculated as a percentage of investments: 21.7% in first lien senior secured loans, 5.0% in second lien senior secured loans, 5.1% in corporate bonds, 0.0% in asset-backed securities, 0.3% in warrants, 36.6% in common stock, 22.5% in preferred stocks and 8.8% in LLC interests). As of December 31, 2022, the debt investments in our portfolio carry a weighted average cost price of 94.17% on par or stated value, as applicable, and our estimated gross annual portfolio yield (which represents the expected yield to be generated by us on our investment portfolio based on the composition of our portfolio as of such date), prior to leverage costs, was 3.51% based on the amortized cost of our investments. The portfolio yield does not represent an actual investment return to stockholders and does not include income from CLO equity.

 Total Portfolio Activity

 The following tables present selected information regarding our portfolio investment activity for the years ended December 31, 2024, 2023 and 2022:

 Net Investment Activity

 $

 5,636,783

 $

 4,569,498

 $

 9,519,074

 Proceeds from Securities Sold Short

 —

 —

 —

 Payment-in-kind

 350,968

 193,003

 Purchases of Securities Sold Short

 —

 —

 —

 Sales and Principal Repayments

 (12,347,585

)

 (8,576,616

)

 (11,143,514

)

 Net Portfolio Activity

 $

 (6,359,834

)

 $

 (3,875,746

)

 $

 (1,431,437

)

 New Investment Activity by Asset Class

 Senior Secured Loans—First Lien

 $

 5,636,398

 99.99

 %

 $

 3,504,498

 76.7

 %

 $

 3,485,000

 36.6

 %

 Senior Secured Loans—Third Lien

 —

 0.0

 %

 —

 0.0

 %

 —

 0.0

 %

 Corporate Bonds – Senior Unsecured

 —

 0.0

 %

 482,500

 10.6

 %

 —

 0.0

 %

 Equities

 —

 0.0

 %

 582,500

 12.7

 %

 34,088

 0.4

 %

 —

 0.0

 %

 —

 0.0

 %

 —

 0.0

 %

 Mortgage-Backed-Securities

 —

 0.0

 %

 —

 0.0

 %

 —

 0.0

 %

 Closed-End
 Mutual Funds

 —

 0.0

 %

 —

 0.0

 %

 —

 0.0

 %

 0.0

 %

 —

 63.0

 %

 5,999,986

 63.0

 %

 Warrants

 —

 0.0

 %

 —

 0.0

 %

 —

 0.0

 %

 Total Investments

 $

 5,636,783

 100.0

 %

 $

 4,569,498

 100.0

 %

 $

 9,519,074

 100.0

 %

 The following tables summarize the composition of our investment portfolio at amortized cost and fair value as of December 31, 2024 and December 31, 2023:

 Portfolio Composition by Investment Type

 Amortized Cost (1)

 Percentage of
Portfolio (at
fair value)

 Senior Secured Loans — First Lien

 $

 6,505,009

 $

 6,343,225

 14.25

 %

 Senior Secured Loans — Third Lien

 331,386

 603,289

 1.35

 %

 9,647,263

 9,104,190

 20.45

 %

 251,864

 0.51

 %

 10,940,392

 16,773,663

 37.67

 %

 Preferred Stock

 11,552,847

 11,474,436

 25.77

 %

 Total Invested Assets

 $

 39,228,761

 $

 %

 (1)

 Amortized cost represents the original cost adjusted for the amortization of premiums and/or accretion of discounts, as applicable, on investments.

 Portfolio Composition by Investment Type

 Amortized Cost (1)

 Percentage of
Portfolio (at
fair value)

 Senior Secured Loans — First Lien

 $

 10,580,813

 $

 10,130,961

 20.5

 %

 Senior Secured Loans — Second Lien

 1,500,056

 127,556

 0.3

 %

 218,665

 0.0

 %

 10,734,196

 10,370,499

 21.0

 %

 1,380,892

 727,523

 1.5

 %

 9,924,122

 15,961,319

 32.3

 %

 Preferred Stock

 11,829,987

 11,822,375

 23.9

 %

 Warrants

 74,284

 272,969

 0.6

 %

 Total Invested Assets

 $

 45,998,823

 $

 %

 (1)

 Amortized cost represents the original cost adjusted for the amortization of premiums and/or accretion of discounts, as applicable, on investments.

 The following table presents certain selected information regarding the composition of our investment portfolio as of December 31, 2024, and December 31, 2023:

 Number of Investments

 % Variable Rate (based on fair value)

 %

 %

 % Non-Income
 Producing Equity or Other Investments (based on fair value)

 %

 %

 Weighted Average Cost Price of Investments (as a % of par or stated value)

 138.10

 %

 98.09

 %

 Weighted Average Credit Rating of Investments that were Rated

 C

 Ca

 % of Fixed Income Investments on Non-Accrual
 (based on fair value)

 7.2

 %

 6.4

 %

 Portfolio Composition by Strategy and Industry

 The table below summarizes the composition of our investment portfolio by strategy and enumerates the percentage, by fair value, of the total portfolio assets in such strategies as of December 31, 2024, and December 31, 2023:

 Portfolio Composition by Strategy

of Portfolio

of Portfolio

 Broadly Syndicated – Private

 $

 7,528,838

 16.9

 %

 $

 5,934,810

 12.0

 %

 Broadly Syndicated – Public

 0.5

 %

 245,327

 0.5

 %

 Middle-Market

 31,014,995

 69.7

 %

 40,427,162

 81.9

 %

 Opportunistic/Other

 5,754,970

 12.9

 %

 2,805,987

 5.7

 %

 Total Invested Assets

 $

 100.0

 %

 $

 100.0

 %

 Broadly syndicated debt refers to loans and other instruments originated by a bank to a large corporation (both private and public) that are sold off, or syndicated, to investors in pieces. Middle-Market companies include companies with annual revenues between $50 million and $2.5 billion.

 The table below describes investments by industry classification and enumerates the percentage, by fair value, of the total portfolio assets in such industries as of December 31, 2024, and December 31, 2023:

 Industry Classifications

 of
Portfolio

 of Portfolio

 $

 9.6

 %

 $

 4.0

 %

 0.1

 %

 0.1

 %

 Consumer Discretionary

 —

 0.0

 %

 1.0

 %

 3,594,920

 8.1

 %

 6.1

 %

 1.1

 %

 2,504,104

 5.1

 %

 2,352,500

 5.3

 %

 4,722,584

 9.6

 %

 15,606,555

 35.0

 %

 17,228,699

 34.9

 %

 0.5

 %

 245,327

 0.5

 %

 Real Estate Investment Trusts (REITs)

 2.2

 %

 1.6

 %

 9,418,519

 21.2

 %

 12,423,858

 25.1

 %

 7,528,839

 16.9

 %

 5,934,810

 12.0

 %

 Total Invested Assets

 $

 100.0

 %

 $

 100.0

 %

 As of December 31, 2024, the Company was an "affiliated person," as defined in the 1940 Act, of the following portfolio companies: NexPoint Real Estate Finance, Inc., NexPoint Capital REIT, LLC, and NexPoint Residential Trust, Inc. In general, under the 1940 Act, we are presumed to "control" a portfolio company if we owned 25% or more of its voting securities or we had the power to exercise control over the management or policies of such portfolio company and would be an "affiliated person" of a portfolio company if we owned 5% or more of its voting securities.

 Summary Description of Portfolio Companies/Investments

 As of December 31, 2024, and December 31, 2023, 45.55% and 40.75% (based on fair value), respectively, of our portfolio consisted of healthcare related and opportunistic investments. Information regarding these investments is provided below. This additional information is limited to publicly available information, and does not address credit worthiness or financial viability of the issuer, or our future plans as it relates to a specific investment:

 Healthcare Investments

 Sapience Therapeutics, Inc.:

As of December 31, 2024, and December 31, 2023, we held preferred shares of Sapience Therapeutics, Inc. with an aggregate fair value of $8.4 million and $8.1 million, respectively. Sapience Therapeutics is a clinical stage biopharmaceutical company which addresses previously 'undruggable' molecular targets that address protein-protein interactions via the development of peptide-based drugs.
 CCS Medical, Inc.:

As of December 31, 2024, and December 31, 2023, we held first lien senior secured loans of CCS Medical, Inc. with an aggregate fair value of $3.0 million and $3.0 million, respectively. CCS Medical, Inc. provides direct-to-home

 delivery of medical supplies. The Company offers diabetes testing, insulin pumps, prescription medications, ostomy, urological, wound care, and incontinence supplies. CCS Medical serves customers in the United States.
 Apnimed

, Inc.: As of December 31, 2024, and December 31, 2023, we held preferred shares of Apnimed Inc, with an aggregate fair value of $2.3 million and $2.6 million, respectively. Apnimed, Inc. is a clinical-stage pharmaceutical company focused on developing oral pharmacologic therapies for the treatment of obstructive sleep apnea (OSA) and related disorders. Apnimed' s lead development program targets the neurologic control of upper airway muscles to maintain an open airway during sleep.
 Carestream Health, Inc.:

As of December 31, 2024, and December 31, 2023, we held first lien senior secured loans of Carestream Health, Inc. with an aggregate fair value of $1.3 million and $0.5 million, respectively. Carestream Health, Inc. develops and deploys medical imaging technologies for healthcare providers, and own over 1,000 patents in digital imaging, film, and imaging chemistry.
 Sound Inpatient Physicians, Inc.:

As of December 31, 2024, we held tranche C senior secured loans of Sound Inpatient Physicians Inc. with an aggregate fair value of $0.6 million. As of December 31, 2023, we held second lien senior secured loans of Sound Inpatient Physicians, Inc. with an aggregate fair value of $0.1 million. Sound Inpatient Physicians, Inc. offers emergency, hospital medicine, critical care programs, and advisory services to over 400 hospitals, 4,000 clinicians across more than 45 states throughout the United States.

 Results of Operations for the years ended December 31, 2024, 2023, and 2022

 Revenues

 We generate a significant portion of our investment income in the form of interest on the debt securities we purchase or originate. We have invested primarily in broadly syndicated bank loans of private companies. Bank loans generally pay interest at rates which are periodically determined by reference to a base lending rate plus a spread. The base lending rate is typically the three-month SOFR. The settlement of bank loans differs from the settlement of many other equity or debt instruments. Bank loans are manually settled through the agent by assignment. As a result, settlement can take an undetermined amount of time. Currently, according to data provided by S&P Global, bank loans settle, on average, on the seventeenth day after the trade date. Generally, interest does not begin to accrue to the buyer until seven business days after the trade date.

 Expenses

 For the years ended December 31, 2024, 2023, and 2022, respectively, we had total net operating expenses of $1,579,823 or $0.17 per share, $1,678,309 or $0.17 per share, $1,902,995 or $0.19 per share. Our operating expenses include base management fees attributed to the Adviser of $945,241, $942,612, and $1,096,487 for the year ended December 31, 2024, 2023, and 2022. Of these amounts, $0, $0, and $0 were voluntarily waived. Our expenses also include administrative services expenses attributed to the Adviser of $186,249, $194,764, and $226,948 for the years ended December 31, 2024, 2023 and 2022, respectively.
 Amounts waived for management fees or administrative services expenses pertaining to periods prior to June 10, 2016 are not recoupable, but amounts waived for management fees or administrative services expenses pertaining to periods from and after June 10, 2016 are subject to recoupment by the Adviser within three years from the date that such fees were otherwise payable, provided that the recoupment will be limited to the amount of such voluntarily waived fees from and after June 10, 2016 and will not cause the sum of the Company's advisory fees, administration fees, Other Expenses, and any recoupment to exceed the annual rate of 3.40% of average gross assets. Effective December 20, 2017, the Adviser ended its voluntary waiver of advisory fees.

 Amounts waived and subject to recoupment pertaining to advisory and administration fees are shown below:

 Period Ended

 Advisory Fees
Waived and
Subject to
Recoupment (1)

 Administrator fees
Waived and Subject
to Recoupment (1)

Eligibility
Expiration

 December 31, 2017

 $

 413,916

 $

 75,906

 September 30, 2017

 305,288

 69,308

 June 30, 2017

 389,733

 77,947

 March 31, 2017

 390,969

 78,194

 December 31, 2016

 366,861

 73,372

 September 30, 2016

 343,320

 68,664

 June 30, 2016

 74,421

 14,884

 Total

 $

 2,284,508

 $

 458,275

 (1)

 The Adviser has permanently waived the recoupment of any advisory fees or administration fees calculated on the portion of gross assets attributable to the receivable from Adviser balance on the Consolidated Statements of Assets and Liabilities.

 Our other expenses subject to the Expense Limitation Agreement for years ended December 31, 2024, 2023, and 2022 were $913,667, $902,219, and $913,273, and consisted of the following:

 In addition, cumulatively from inception through June 10, 2016, the Adviser voluntarily waived $930,143 and $186,042 of advisory fees and administration fees, respectively, all of which are not recoupable.

 Audit and tax fees

 $

 197,000

 $

166,039

 $

167,864

 Legal fees

 62,959

 43,949

 53,658

 Custodian and accounting service fees

 310,494

 311,664

 311,050

 Reports to stockholders

 182,450

 134,324

 82,721

 Stock transfer fee

 98,865

 167,547

 209,866

 Directors' fees

 19,733

 15,194

 18,170

 Other expenses

 42,166

 63,502

 69,944

 Total

 $

 913,667

 $

 902,219

 $

 913,273

 Please refer to the Expense Limitation section above for further details on expense reimbursements.

 Net Investment Income

 We earned net investment income of $607,948 or $0.07, $1,666,934 or $0.17 per share, $1,789,618 or $0.18 per share per share for the years ended December 31, 2024, 2023, and 2022, respectively.

 Net Realized Gains or Losses

 We had sales or principal repayments of $12,347,585, $8,576,616, and $11,143,514, during the years ended December 31, 2024, 2023, and 2022, respectively, from which we realized net gains (losses) of $(494,867), $(4,345,706), and $329,081, respectively.

 Net Change in Unrealized Appreciation (Depreciation) on Investments

 For the years ended December 31, 2024, 2023, and 2022, the net change in unrealized appreciation (depreciation) on investments totaled $1,883,903 or $0.22 per share, $4,132,719 or $0.43 per share, and $(6,183,873) or $(0.63) per share, respectively. The net change in unrealized appreciation (depreciation) on our investments during the year ended December 31, 2024, was primarily driven by the performance of MidWave Wireless, Inc. Common Stock, PlantSwitch, Inc. Common Stock, American Banknote Corp. Common Stock, and the US Gaming LLC Interests. The net change in unrealized appreciation (depreciation) on our investments during the year ended December 31, 2023, was primarily driven by the performance of America Banknote Corporation Common Stock, Apnimed, Inc. Preferred Stock and the Sound Inpatient Term Loan. The net change in unrealized appreciation (depreciation) on our investments during the year ended December 31, 2022, was primarily driven by the performance of America Banknote Corporation Common Stock, NexPoint Real Estate Finance, Inc. Common Stock and the Enterprise Merger Sub Term Loan.

 Net Increase from Payment from Affiliates

 For the year ended December 31, 2016, the Adviser committed $872,000 to the Company to voluntarily reimburse the Company for unrealized losses sustained. No amounts were committed for the years ended December 31, 2023, 2022 and 2021. Cumulatively since inception, the Adviser has committed $2,275,000 to voluntarily reimburse the Company for such losses. Had these payments not been made, the NAV as of December 31, 2023 would have been lower. These payments are shown in the Consolidated Statements of Operations as net increase from amounts committed by affiliates, if applicable, and are not recoupable.

 Net Increase (Decrease) in Net Assets Resulting from Operations

 For the years ended December 31, 2024, 2023 and 2022, the net increase/(decrease) in net assets resulting from operations was $1,996,984 or $0.22 per share, $1,453,947 or $0.17 per share, and $(4,065,174) or $(0.41) per share, respectively.

 For the
Year Ended
2024

 For the
Year Ended
2023

 For the
Year Ended
2022

 Income

 $

 2,235,486

 $

 3,332,223

 $

 3,692,613

 Expenses

 (1,579,823

)

 (1,678,309

)

 (1,902,995

)

 Income Tax Expense (Benefit)

 (47,715

)

 —

 Net Realized Gain/(Loss)

 (494,867

)

 (4,345,706

)

 329,081

 Net Unrealized Appreciation (Depreciation)

 1,883,903

 4,132,719

 (6,183,873

)

 Net increase from amounts committed by affiliates

 —

 —

 —

 Total

 $

 1,996,984

 $

 1,453,947

 $

 (4,065,174

)

 Financial Condition, Liquidity and Capital Resources

 As of December 31, 2024, and December 31, 2023, we had cash and cash equivalents of $1,671,503 and $1,401,744, respectively. As of December 31, 2024, and December 31, 2023, $1,434,726 and $1,160,707 was held in the State Street U.S. Government Money Market Fund, and $236,777 and $241,037 was held in a custodial account with State Street Bank and Trust Company, respectively. Cash and cash equivalents are available to fund new investments, pay operating expenses and pay distributions.

 Prior to July 21, 2023, the Adviser controlled 2,549,002 total shares of common stock of the Company, including reinvestment of dividends, for a net amount of approximately $13.4 million as of July 21, 2023. On July 21, 2023, pursuant to the terms of a Stock Purchase Agreement, Liberty CLO Holdco Ltd. ("Liberty") purchased a total of 2,549,002 shares of the Company, representing 26.9% of the Company's then issued and outstanding common stock as of July 21, 2023. In aggregate, as of December 31, 2024, Liberty controls 2,549,002 total shares of common stock of the Company, including reinvestment of dividends, for a net amount of approximately $14.2 million.

 The sales commissions and dealer manager fees related to the sale of our common stock were $0, $0, and $0, for the years ended December 31, 2024, 2023, and 2022 and were offset against capital in excess of par value on the financial statements.

 We expect to generate cash flows primarily from fees, interest and dividends earned from our investments, as well as principal repayments and proceeds from sales of our investments.

 Prior to investing in securities of portfolio companies, we invest the net proceeds from the issuance of shares of common stock under our distribution reinvestment plan and from sales and paydowns of existing investments primarily in cash, cash equivalents, U.S. government securities, repurchase agreements, high-quality debt instruments maturing in one year or less from the time of investment, consistent with our BDC election and our election to be treated as a RIC. Additionally, we may invest in higher yielding, liquid credit investments such as bank loans and corporate notes and bonds, which are considered "junk" as they are rated below investment grade, to the extent that at time of purchase 70% of our portfolio is in qualified investments as required by rules and regulations under the 1940 Act.

 While we are authorized to issue preferred stock, we do not currently anticipate issuing any.

 Contractual Obligations and Off-Balance
 Sheet Arrangements

 We may become a party to financial instruments with off-balance
 sheet risk in the normal course of our business to meet the financial needs of our portfolio companies. These instruments may include commitments to extend credit and involve, to varying degrees, elements of liquidity and credit risk in excess of the amount recognized in the balance sheet. As of December 31, 2024 and December 31, 2023, we had no outstanding commitments to fund investments.
 We have certain contracts under which we have material future commitments. We have entered into the Investment Advisory Agreement with the Adviser in accordance with the 1940 Act. Under the Investment Advisory Agreement, the Adviser provides us with investment advisory and management services. For these services, we pay (1) a management fee equal to a percentage of the average value of our gross assets and (2) an incentive fee based on our performance.

 The incentive fee consists of two parts. The first part, which is calculated and payable quarterly in arrears, equals Pre-Incentive
 Fee Net Investment Income for the immediately preceding calendar quarter and is subject to a hurdle rate, expressed as a rate of return on our net assets, equal to 1.875% per quarter. As a result, the Adviser will not earn this incentive fee for any quarter until our pre-incentive
 fee net investment income for such quarter exceeds the hurdle rate of 1.875%. Once our pre-incentive
 fee net investment income in any quarter exceeds the hurdle rate, the Adviser will be entitled to a "catch-up"
 fee equal to the amount of the pre-incentive
 fee net investment income in excess of the hurdle rate, until our pre-incentive
 fee net investment income for such quarter equals 2.34375% of the Company's net assets at the end of such quarter. This "catch-up"
 feature allows the Adviser to recoup the fees foregone as a result of the existence of the hurdle rate. Thereafter, the Adviser will receive 20.0% of our pre-incentive
 fee net investment income. For purposes of calculating this part of the incentive fee, "Pre-Incentive
 Fee Net Investment Income" means interest income, distribution income and any other income (including any other fees, other than fees for providing managerial assistance, such as commitment, origination, structuring, diligence and consulting fees or other fees that we receive from portfolio companies) accrued during the calendar quarter, minus our operating expenses for the quarter (including the base management fee, expenses payable under the Administration Agreement and any interest expense and any dividends paid on any issued and outstanding preferred stock, but excluding the incentive fee). Pre-Incentive
 Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with PIK interest and zero-coupon
 securities), accrued income that we have not yet received in cash. Pre-Incentive
 Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.
 The second part of the incentive fee, which is referred to as the incentive fee on capital gains, is determined and payable in arrears as of the end of each calendar year (or upon termination of the Investment Advisory Agreement). This fee equals 20.0% of our incentive fee capital gains, which will equal our realized capital gains on a cumulative basis from formation, calculated as of the end of the applicable period, computed net of all realized capital losses (proceeds less amortized cost) and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gains incentive fees. We will accrue for the capital gains incentive fee, which, if earned, will be paid annually. We will accrue for the capital gains incentive fee based on net realized and unrealized gains; however, under the terms of the Investment Advisory Agreement, the fee payable to the Adviser will be based on realized gains and no such fee will be payable with respect to unrealized gains unless and until such gains are actually realized. For the years ended December 31, 2024 and December 31, 2023, the Company incurred $0 and $0 of incentive fees on capital gains, respectively Since inception, the Company has accrued $0 of incentive fees on capital gains in aggregate. Effective December 20, 2017, the Adviser ended its voluntary waiver of incentive fees. No such fees have been paid with respect to realized gains as of December 31, 2024.

 Under the Administration Agreement, the Adviser furnishes us with office facilities and equipment, provides us clerical, bookkeeping and record keeping services at such facilities and provides us with other administrative services necessary to conduct our day-to-day

 operations. We will reimburse the Adviser for the allocable portion (subject to the review and approval of the Board) of overhead and other expenses incurred by it in performing its obligations under the Administration Agreement, including rent, the fees and expenses associated with performing compliance functions and our allocable portion of the cost of our chief financial officer and chief compliance officer and their respective staffs, to the extent that such expenses do not exceed an annual rate of 0.4% of our gross assets. The Adviser also provides on our behalf significant managerial assistance to those portfolio companies to which we are required to offer to provide such assistance and any expenses payable to the Adviser for such managerial assistance are not subject to the cap on reimbursement.
 Our organization and offering costs together are limited to 1% of total gross proceeds raised and are not due and payable to the Adviser to the extent they exceed that amount. The cumulative aggregate amount of organization and offering costs exceeds 1% of total proceeds raised. Subsequent to the termination of the Offering, the Adviser forfeited the right to reimbursement of the remaining $4,305,091 of these costs.

 If any of the contractual obligations discussed above is terminated, our costs under any new agreements that we enter into may increase. In addition, we would likely incur significant time and expense in locating alternative parties to provide the services we receive under our Investment Advisory Agreement and our Administration Agreement. Any new investment advisory agreement would also be subject to approval by our stockholders.

 If for any taxable year we were not a "publicly offered" RIC within the meaning of Code Section 67(c)(2)(B), certain of our direct and indirect expenses, including the management fee, the incentive fee and certain other advisory expenses, would be subject to special "pass-through" rules. Such rules would treat these expenses as additional dividends to certain of our direct or indirect stockholders (generally including individuals and entities that compute their taxable income in the same manner as an individual) and as deductible by those stockholders, subject to the 2% "floor" on miscellaneous itemized deductions and other significant limitations on itemized deductions set forth in the Code.

 Distributions

 In order to qualify for the special tax treatment accorded RICs and their shareholders, we are required under the Code, among other things, to distribute at least 90% of our net ordinary income and net short-term capital gains in excess of net long-term capital losses, or "investment company taxable income," to our stockholders on an annual basis. We intend to authorize and declare quarterly distributions to be paid quarterly to our stockholders as determined by the Board. In addition, we also intend to distribute any realized net capital gains (i.e., realized net long-term capital gains in excess of realized net short-term capital losses) at least annually.

 We may not be able to achieve operating results that will allow us to make distributions at a specific level or to increase the amount of our distributions from time to time. In addition, we may be limited in our ability to make distributions due to the asset coverage requirements applicable to us as a BDC under the 1940 Act. If we do not distribute a certain percentage of our income annually, we will suffer adverse U.S. federal income tax consequences, including possible failure to qualify for the special tax treatment accorded RICs and their shareholders. We cannot assure stockholders that they will receive any distributions.

 To the extent our taxable earnings fall below the total amount of our distributions for a taxable year, a portion of those distributions may be deemed a return of capital to our stockholders for U.S. federal income tax purposes. Thus, the source of a distribution to our stockholders may be the original capital invested by the stockholder rather than our income or gains. Stockholders should read any written disclosure accompanying a distribution payment carefully and should not assume that the source of any distribution is our ordinary income or gains. Required distributions are driven by tax laws and thus tax accounting applies, not GAAP. Therefore, it is possible that we pay more in required distributions than we earn for book purposes. For the years ended December 31, 2022 and 2021, the Company did not distribute in excess of net investment income. For the years ended December 31, 2024 and 2023 the Company made $2,603,950 and $1,757,477, respectively, of distributions in excess of net investment income.

 We have adopted an "opt in" distribution reinvestment plan for our stockholders. As a result, if we declare a cash distribution, our stockholders will receive distributions in cash unless they specifically "opt in" to the distribution reinvestment plan to have their cash distributions reinvested in additional shares of our common stock. However, certain state authorities or regulators may impose restrictions from time to time that may prevent or limit a stockholder's ability to participate in our distribution reinvestment plan. Although distributions paid in the form of additional shares of our common stock will generally be subject to U.S. federal, state and local taxes in the same manner as cash distributions, stockholders participating in our dividend reinvestment plan will not receive any corresponding cash distributions with which to pay any such applicable taxes.

 On June 24, 2020, the Board of Directors approved a change in its dividend and capital gains distribution schedule from monthly distributions to quarterly distributions, effective immediately. The first quarterly distribution was paid on October 12, 2020 to shareholders of record as of September 30, 2020.

 For the year ended December 31, 2024, the Company made the following distributions:

 Date

 Total

 12/31/2024 (3)

 $

 0.090

 $

 782,608

 $

 —

 9/30/2024

 0.090

 794,130

 272,153

 6/30/2024

 0.090

 802,979

 270,100

 3/31/2024

 0.090

 818,563

 261,274

 1/24/2024 (2)

 —

 —

 258,421

 Total

 $

 0.360

 $

 3,198,280

 $

 1,061,948

 Of the total dividends shown, $2,603,950 was classified as a return of capital.

 The December 2023 Dividend was reinvested in January 2024, see total December 2023 Dividend in table below.

 The December 2024 Dividend was reinvested in January 2025.

 For the year ended December 31, 2023, the Company made the following distributions:

 Date

 Total

 12/31/2023 (3)

 $

 0.090

 $

 837,847

 $

 —

 9/30/2023

 0.090

 842,040

 277,313

 6/30/2023

 0.090

 847,993

 275,845

 3/31/2023

 0.090

 859,401

 280,881

 1/24/2023 (2)

 —

 —

 293,686

 Total

 $

 0.360

 $

 3,387,281

 $

 1,127,725

 Of the total dividends shown, $1,757,477 was classified as a return of capital.

 The December 2022 Dividend was reinvested in January 2023, see total December 2022 Dividend in table below.

 The December 2023 Dividend was reinvested in January 2024.

 For the year ended December 31, 2022, the Company made the following distributions:

 Date

 Total

 12/31/2022 (3)

 $

 0.090

 $

 870,980

 $

 —

 9/30/2022

 0.090

 874,461

 303,070

 6/30/2022

 0.090

 887,710

 298,766

 3/31/2022

 0.090

 892,680

 301,212

 1/2/2022 (2)

 —

 —

 306,152

 Total

 $

 0.360

 $

 3,525,831

 $

 1,209,200

 Of the total dividends shown, $1,999,373 was classified as a return of capital.

 The December 2021 Dividend was reinvested in January 2022, see total December 2021 Dividend in table below.

 The December 2022 Dividend was reinvested in January 2023.

 For the year ended December 31, 2021, the Company made the following distributions:

 Date

 Total

 12/31/2021 (3)

 $

 0.090

 $

 896,061

 $

 —

 9/30/2021

 0.090

 903,359

 320,218

 6/30/2021

 0.090

 909,619

 322,287

 3/31/2021

 0.090

 924,140

 331,405

 1/2/2021 (2)

 —

 —

 345,331

 Total

 $

 0.360

 $

 3,633,179

 $

 1,319,241

 For the current period, there were no dividends classified as a return of capital.

 The December 2020 Dividend was reinvested in January 2021, see total December 2020 Dividend in table below.

 The December 2021 Dividend was reinvested in January 2022.

 Related Party Transactions

 We have entered into a number of business relationships with affiliated or related parties, including the following:

 •

 We entered into the Investment Advisory Agreement with the Adviser. James Dondero, our president, controls the Adviser by virtue of his control of its general partner, NexPoint Advisors GP, LLC.

 •

 Pursuant to an expense limitation agreement, the Adviser has agreed to waive fees or, if necessary, reimburse us to limit certain expenses to 1.0% of the quarter-end
 value of our gross assets.

 •

 The Adviser provides us with the office facilities and administrative services necessary to conduct our day-to-day

 operations pursuant to the Administration Agreement.

 •

 The dealer manager, NexPoint Securities, Inc., is an affiliate of the Adviser.

 •

 Prior to July 21, 2023, the Adviser controlled 2,549,002 total shares of common stock of the Company, including reinvestment of dividends, for a net amount of approximately $13.4 million as of July 21, 2023. On July 21, 2023, pursuant to the terms of a Stock Purchase Agreement, Liberty CLO Holdco Ltd. ("Liberty") purchased a total of 2,549,002 shares of the Company, representing 26.9% of the Company's then issued and outstanding common stock, in aggregate. As of December 31, 2024, Liberty controls 2,549,002 total shares of common stock of the Company, including reinvestment of dividends, for a net amount of approximately $14.2 million, representing 29.31% of the Company's currently issued and outstanding common stock, in aggregate.

 •

 Cumulatively since inception, the Adviser has paid $2,275,000 to voluntarily reimburse the Company for certain unrealized losses on investments. Had these payments not been made, the NAV as of December 31, 2024, would have been lower. These payments are not recoupable by the Adviser.

 The Adviser and its affiliates also sponsor, or manage, and may in the future sponsor or manage, other investment funds, accounts or investment vehicles (together referred to as "accounts") that have investment mandates that are similar, in whole and in part, with ours. The Adviser and its affiliates may determine that an investment is appropriate for us and for one or more of those other accounts. In such event, depending on the availability of such investment and other appropriate factors, and pursuant to the Adviser's allocation policy and co-investment
 relief, the Adviser or its affiliates may determine that we should invest side-by-side

 with one or more other accounts. We do not intend to make any investments if they are not permitted by applicable law and interpretive positions of the SEC and its staff, or if they are inconsistent with the Adviser's allocation procedures and co-investment
 relief.
 In addition, we and the Adviser have each adopted a formal code of ethics that governs the conduct of our and the Adviser's officers, directors and employees. Our officers and directors also remain subject to the duties imposed by both the 1940 Act and the Delaware General Corporations Law.

 Critical Accounting Policies

 The preparation of the financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets and any other parameters used in determining such estimates could cause actual results to differ. We have identified the following as critical accounting policies.

 Fair Value of Financial Instruments

 We will value our investments in accordance with ASC Topic 820, Fair Value Measurements and Disclosure, or ASC Topic 820. ASC Topic 820 defines fair value, establishes a framework for measuring fair value and expands disclosures about assets and liabilities measured at fair value. ASC Topic 820's definition of fair value focuses on exit price in the principal, or most advantageous, market and prioritizes the use of market-based inputs over entity-specific inputs within a measurement of fair value.

 The portfolio will often include debt investments and equity investments that are fair valued. The portion of our portfolio that receives values from independent third parties are valued at their mid quotations obtained from unaffiliated market makers, other financial institutions that trade in similar investments or based on prices provided by independent third-party pricing services. For investments where there are no available bid quotations, fair value is derived using proprietary models that consider the analyses of independent valuation agents as well as credit risk, liquidity, market credit spreads, and other applicable factors for similar transactions.

 Due to the nature of our strategy, our portfolio will include relatively illiquid investments that are privately held. Valuations of privately held investments are inherently uncertain, may fluctuate over short periods of time and may be based on estimates. The determination of fair value may differ materially from the values that would have been used if a ready market for these investments existed. Our net asset value could be materially affected if the determinations regarding the fair value of our investments were materially higher or lower than the values that we ultimately realize upon the disposal of such investments.

 Pursuant to Rule 2a-5
 under the 1940 Act, the Board has designated the Adviser as the Company's valuation designee to perform the fair valuation determination for securities and other assets held by the Company. Pursuant to board approved policies and procedures, the Adviser, is responsible for determining the fair value of the portfolio investments that are not publicly traded, whose market prices are not readily available on a quarterly basis in good faith or any other situation where portfolio investments require a fair value determination. Rule 2a-5
 states that a market quotation is readily available only when that quotation is a quoted price (unadjusted) in active markets for identical investments that the Company can access at the measurement date, provided that a quotation will not be readily available if it is not reliable. Market quotations may also not be "readily available" if a significant event occurs that causes the Adviser to believe that the market price of a security no longer represents the security's current value at the time of the Company's NAV determination.
 The valuation process is conducted at the end of each fiscal quarter, with a portion of our valuations of portfolio companies without market quotations subject to review by the independent valuation firms each quarter. When an external event with respect to one of our portfolio companies, such as a purchase transaction, public offering or subsequent equity sale occurs, we expect to use the pricing indicated by such external event to corroborate our valuation.

 With respect to investments for which market quotations are not readily available, the Adviser undertakes a multi-step valuation process each quarter, as described below:

 •

 The valuation process begins with each portfolio company or investment being initially valued by investment professionals of the Adviser responsible for credit monitoring or independent third-party valuation firms.

 •

 Preliminary valuation conclusions are then documented and discussed with a committee comprised of certain senior management employees of the Adviser (the "Valuation Committee").

 •

 The Audit and Qualified Legal Compliance Committee of the Board, in assistance of Board valuation oversight, reviews portfolio valuation, including oversight of valuations determined by the Adviser and the Valuation Committee pursuant to the policies and procedures approved by the Board.

 •

 At least once each quarter, the valuations for approximately one quarter of the portfolio investments that have been fair valued are reviewed by an independent valuation firm such that, over the course of a year, each material portfolio investment that has been fair valued shall have been reviewed by an independent valuation firm at least once.

 •

 Based on this information, the Adviser discusses valuations and determines the fair value of each investment in our portfolio in good faith pursuant to board-approved policies and procedures.

 As of December 31, 2024, the Company held the following investments for which a sufficient level of current, reliable market quotations were not available:

 Type

 American Banknote Corp.

 PlantSwitch, Inc.

 6,283,910

 US Gaming, LLC

 777 Partners, LLC

 225,000

 1,678,215

 624,553

 4,646,668

 3,800,000

 Type

 United Fidelity Bank FSB

 CCS Medical, Inc.

 1,031,371

 244,089

 43,608

 40,687

 As of December 31, 2023, the Company held the following investments for which a sufficient level of current, reliable market quotations were not available:

 Type

 Grayson Investor Corp.

 $

 American Banknote Corp.

 IQHQ, Inc.

 MPM Holdings, Inc.

 7,014,774

 SFR WLIF III, LLC

 338,973

 US Gaming, LLC

 1,644,435

 928,197

 4,452,382

 3,611,111

 CCS Medical, Inc.

 912,118

 215,938

 35,994

 38,579

 PlantSwitch, Inc.

 Organization Costs

 Organization costs include the cost of incorporation, such as the cost of legal services and other fees pertaining to our organization. Organization costs, together with offering costs, are limited to 1% of total gross proceeds raised in the offering and are not due and payable to the Adviser to the extent they exceed that amount. For the year ended December 31, 2024, 2023, and 2022, the Adviser did not incur any organization costs on our behalf.

 Offering Costs

 Our offering costs include legal fees, promotional costs and other costs pertaining to the public offering of our shares of common stock and are capitalized and amortized to expense over one year. For the years ended December 31, 2024, 2023 and 2022, the Adviser incurred offering costs of $0, $0, and $0, respectively, on our behalf. For the years ended December 31, 2024, 2023 and 2022, the Company capitalized $0, $0, and $0, respectively, of offering costs. Of the capitalized offering costs, $0, $0, and $0 were amortized to expense during the years ended December 31, 2024, 2023 and 2022, respectively. As of December 31, 2024, and December 31, 2023, $0 and $0 remained on the Consolidated Statements of Assets and Liabilities, respectively.

 Organization costs and offering costs are limited to 1% of total gross proceeds raised in this offering and are not due and payable to the Adviser to the extent they exceed that amount. As of December 31, 2024, the cumulative aggregate amount of $5,327,574 of organization and offering costs exceeds 1% of total proceeds raised. Subsequent to the termination of the Offering, the Adviser forfeited the right to reimbursement of the remaining $4,305,091 of these costs.

 Investment Transactions and Related Investment Income and Expense

 We record our investment transactions on a trade date basis, which is the date when we have determined that all material terms have been defined for the transactions. These transactions could possibly settle on a subsequent date depending on the transaction type. All related revenue and expenses attributable to these transactions are reflected on the Consolidated Statements of Operations commencing on the trade date unless otherwise specified by the transaction documents. Realized gains and losses on investment transactions are recorded on the specific identification method. We accrue interest income if we expect that ultimately, we will be able to collect it. Generally, when an interest payment default occurs on a loan in our portfolio, or if our management otherwise believes that the issuer of the loan will not be able to service the loan and other obligations, we place the loan on non-accrual
 status and will cease recognizing interest income on that loan until all principal and interest is current through payment or until a restructuring occurs, such that the interest income is deemed to be collectible. However, we remain contractually entitled to this interest. We may make exceptions to this policy if the loan has sufficient collateral value and is in the process of collection. Accrued interest is written off when it becomes probable that such interest will not be collected, and the amount of uncollectible interest can be reasonably estimated. We also accrue for delayed compensation, which is a pricing adjustment payable by the parties to a secondary loan trade that closes late, intended to assure that neither party derives an economic advantage from the delay. Delayed compensation begins calculating at the loan's specific coupon rate if a trade hasn't settled within 7 business days of trading. Original issue discounts, market discounts or premiums are accreted or amortized using the effective interest method as interest income and will be accreted or amortized over the maturity period of the investments. We will record prepayment premiums on loans and debt securities as interest income. Dividend income, if any, will be recognized on an accrual basis to the extent that we expect to collect such amount.
 We may have investments in our portfolio that contain a PIK interest provision. Any PIK interest will be added to the principal balance of such investments and is recorded as income, if the portfolio company valuation indicates that such PIK interest is collectible. In order to qualify for the special tax treatment accorded RICs and their shareholders, substantially all of our income (including PIK interest) must be distributed to stockholders in the form of dividends, even if we have not collected any cash.

 Interest expense is recorded on an accrual basis. Certain expenses related to legal and tax consultation, due diligence, rating fees, valuation expenses and independent collateral appraisals may arise when we make certain investments.

 Loan Origination, Facility, Commitment and Amendment Fees

 We may receive fees in addition to interest income from loans during the life of the investment. We may receive origination fees upon the origination of an investment. These origination fees are initially deferred and deducted from the cost basis of the investment and subsequently accreted into income over the term of the loan. We may receive facility, commitment and amendment fees, which are paid to us on an ongoing basis. Facility fees, sometimes referred to as asset management fees, are accrued as a percentage periodic fee on the base amount (either the funded facility amount or the committed principal amount). Commitment fees are based upon the undrawn portion committed by us and are recorded on an accrual basis. Amendment fees are paid in connection with loan amendments and waivers and are accounted for upon completion of the amendments or waivers, generally when such fees are receivable. Any such fees are included in other income on the Consolidated Statements of Operations.

 Net Realized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation

 We measure net realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized, but considering unamortized upfront fees and prepayment penalties. Net change in unrealized appreciation or depreciation will reflect the change in portfolio investment values during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation, when gains or losses are realized.

 U.S. Federal Income Taxes

 We have elected to be treated as a RIC under Subchapter M of the Code and intend each year to qualify and be eligible to be treated as such. As a RIC, we generally will not have to pay corporate-level
 federal income taxes on any investment company taxable income or net capital gains that we distribute as dividends to our stockholders. In order to qualify for the special tax treatment accorded RICs and their shareholders, we must meet certain gross income, diversification, and distribution requirements.

 The Company may hold certain portfolio company investments through consolidated taxable subsidiaries. Such subsidiaries may be subject to U.S. federal and state corporate-level income taxes. These consolidated subsidiaries recognize deferred tax assets and liabilities for the estimated future tax effects attributable to temporary differences between the tax basis of certain assets and liabilities and the reported amounts included in the accompanying consolidated balance sheet using the applicable statutory tax rates in effect for the year in which any such temporary differences are expected to reverse. As of December 31, 2024, and 2023, the Company recorded deferred tax assets of $33,582 and $13,020, respectively, in the accompanying consolidated balance sheet, for certain of the Company's taxable consolidated subsidiaries. As of December 31, 2024, the Company recorded a net deferred tax liability of $34,695.

 Recent Accounting Pronouncements

 Please refer to Note 2 to the consolidated financial statements included herein for discussion of recent accounting pronouncements.

 Item 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 We are subject to financial market risks, most significantly changes in interest rates. As of December 31, 2024, 76% (based on fair value) of the investments in our portfolio had floating interest rates. These investments are usually based on a floating SOFR and typically have interest rate reset provisions that adjust applicable interest rates under such loans to current market rates on a monthly or quarterly basis.

 To the extent that any present or future credit facilities or other financing arrangements that we or any of our subsidiaries enter into are based on a floating interest rate, we will be subject to risks relating to changes in market interest rates. In periods of rising interest rates when we or our subsidiaries have such debt outstanding, or financing arrangements in effect, our interest expense would increase, which could reduce our net investment income, especially to the extent we hold fixed rate investments.

 A rise in the general level of interest rates can be expected to lead to higher interest rates applicable to our debt investments, especially to the extent that we predominantly hold variable-rate investments, and to declines in the value of any fixed- rate investments we hold. To the extent that a majority of our investments may be in variable-rate investments, an increase in interest rates could make it easier for us to meet or exceed the hurdle rate for the income incentive fee payable to the Adviser and may result in a substantial increase in our net investment income, and also to the amount of incentive fees payable to our Adviser with respect to our increasing pre-incentive
 fee net investment income.
 Assuming that the Consolidated Statements of Assets and Liabilities as of December 31, 2024, were to remain constant and that we took no actions to alter our existing interest rate sensitivity, the following table shows the annualized impact of hypothetical base rate changes in interest rates.

 Change in interest rates

 Increase (decrease) in
interest income

 (Increase) decrease in
interest expense

 Increase (decrease)
in NII

 Down 25 basis points

 $

 —

 $

 —

 $

 —

 Up 50 basis points

 16,054

 —

 16,054

 Up 100 basis points

 32,108

 —

 32,108

 Up 200 basis points

 64,215

 —

 64,215

 Up 300 basis points

 96,323

 —

 96,323

 Although we believe that this analysis is indicative of our existing sensitivity to interest rate changes, it does not adjust for changes in the credit market, credit quality, the size and composition of the assets in our portfolio and other business developments, including borrowing under future credit facilities or other borrowing. Accordingly, we can offer no assurances that actual results would not differ materially from the analysis above.

 We may in the future hedge against interest rate fluctuations by using standard hedging instruments such as interest rate swaps, futures, options and forward contracts to the limited extent permitted under the 1940 Act and applicable commodities laws. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in the benefits of lower interest rates with respect to the investments in our portfolio with fixed interest rates.

 Item 8.

 Financial Statements and Supplementary Data

 Consolidated Statements of Assets and Liabilities

 Unaffiliated investments, at fair value (cost of $ 28,672,769 and $ 33,564,802, respectively)

 $

 35,244,976

 $

 38,716,441

 Affiliated investments, at fair value (cost of $ 10,555,992 and $ 12,434,021, respectively) (1)

 9,282,151

 10,696,845

 Cash and cash equivalents

 1,671,503

 1,401,744

 Receivable for investments sold

 —

 8,953

 Dividends and interest receivable

 171,456

 299,110

 Receivable from Adviser (2)

 149,659

 137,648

 Prepaid expenses

 5,273

 Deferred tax asset (3)

 33,582

 Other receivables

 22,137

 —

 Total assets

 46,576,001

 51,279,034

 Liabilities

 Payable for fund shares repurchased

 53,304

 Payable to Adviser (2)

 312,204

 284,896

 Accrued expenses and other liabilities

 135,720

 293,462

 Distributions payable

 782,608

 837,846

 Deferred tax liability (3)

 68,277

 —

 Total liabilities

 1,299,731

 1,469,508

 Commitments and contingencies (4)

 Net assets

 Preferred stock, $ 0.001 par value ( 25,000,000 shares authorized, 0 shares issued and outstanding)

 —

 —

 Common stock, $ 0.001 par value ( 200,000,000 shares authorized, 8,695,640 and 9,309,405 shares issued and outstanding, respectively)

 8,696

 9,309

 Paid-in
 capital in excess of par

 77,183,987

 83,221,067

 Distributable earnings (accumulated loss)

 ( 31,916,413

)

 ( 33,420,850

)

 Total net assets

 $

 45,276,270

 $

 49,809,526

 Net asset value per share of common stock

 $

 5.21

 $

 5.35

 (1)

 See Note 9 for a discussion of affiliated investments.

 (2)

 See Note 4 for a discussion of related party transactions and arrangements.

 (3)

 See Note 5 for a discussion of the deferred tax asset/liability.

 (4)

 See Note 4 and Note 7 for a discussion of the commitments and contingencies of the Company (as defined in Note 1).

 Consolidated Statements of Operations

 2024

 2023

 2022

 Investment income:

 Interest

 $

 1,060,346

 $

 1,918,030

 $

 2,178,971

 Interest paid-in-kind

 350,724

 193,003

 Dividend income from unaffiliated investments

 75,000

 444,982

 645,582

 Dividend income from affiliated investments (1)

 741,489

 837,839

 675,057

 Other income

 7,927

 —

 —

 Total investment income

 2,235,486

 3,332,223

 3,692,613

 Expenses:

 Investment advisory fees (2)

 945,241

 942,612

 1,096,487

 Custodian and accounting service fees

 310,494

 311,664

 311,050

 Administration fees (2)

 186,249

 194,764

 226,948

 Stock transfer fee

 98,865

 167,547

 209,866

 Audit and tax fees

 197,000

 166,039

 167,864

 Reports to stockholders

 182,450

 134,324

 82,721

 Other expenses

 52,806

 122,992

 113,825

 Legal fees

 62,959

 43,949

 53,658

 Directors' fees (2)

 19,733

 15,194

 18,170

 Total expenses

 2,055,797

 2,099,085

 2,280,589

 Expenses (waived) or recouped by the Adviser (2)

 ( 475,974

)

 ( 420,776

)

 ( 377,594

)

 Net expenses

 1,579,823

 1,678,309

 1,902,995

 Net investment income before income taxes

 655,661

 1,653,914

 1,789,618

 Income tax expense (benefit) (3)

 47,715

 ( 13,020

)

 —

 Net investment income

 607,948

 1,666,934

 1,789,618

 Net realized and unrealized gains (losses) on investments:

 Net realized gain (loss) on:

 Unaffiliated investments

 ( 605,491

)

 ( 4,414,415

)

 66,517

 Affiliated investments (1)

 110,624

 68,709

 262,564

 Net change in unrealized appreciation (depreciation) on:

 Unaffiliated investments

 1,420,568

 3,818,004

 ( 3,747,521

)

 Affiliated investments (1)

 463,335

 314,715

 ( 2,436,352

)

 Net realized and unrealized gains (losses)

 1,389,036

 ( 212,987

)

 ( 5,854,792

)

 Net increase (decrease) in net assets resulting from operations

 1,996,984

 1,453,947

 ( 4,065,174

)

 Per share information - basic and diluted per common share

 Net investment income:

 $

 0.07

 $

 0.17

 $

 0.18

 Earnings (loss) per share:

 $

 0.22

 $

 0.15

 $

 ( 0.41

)

 Weighted average shares outstanding:

 9,060,476

 9,533,072

 9,893,732

 (1)

 See Note 9 for a discussion of affiliated investments.

 (2)

 See Note 4 for a discussion of related party transactions and arrangements.

 (3)

 See Note 5 for a discussion of income tax expense.

 Consolidated Statements of Changes in Net Assets

 Par Amount

 Paid in Capital
 in
 Excess of Par

 Distributable
 Earnings

 Total
 Net Assets

 Balance at December 31, 2023

 9,309,405

 $

 9,309

 $

 83,221,067

 $

 ( 33,420,850

)

 $

 49,809,526

 Increase (decrease) in net assets resulting from operations

 Net investment income

 —

 —

 —

 607,948

 607,948

 Net realized gain (loss) on investments

 —

 —

 —

 ( 494,867

)

 ( 494,867

)

 Net change in unrealized appreciation (depreciation) on investments

 —

 —

 —

 1,883,903

 1,883,903

 Shareholder distributions:

 Issuance of common stock

 —

 —

 —

 —

 —

 Repurchase of common stock

 ( 815,110

)

 ( 815

)

 ( 4,393,093

)

 —

 ( 4,393,908

)

 Reinvestment of common stock

 201,345

 1,061,747

 —

 1,061,948

 Distributions to stockholders

 —

 —

 —

 ( 594,330

)

 ( 594,330

)

 Distributions to stockholders from return of capital

 —

 —

 ( 2,603,950

)

 —

 ( 2,603,950

)

 Total increase (decrease) for the year ended December 31, 2024

 ( 613,765

)

 ( 614

)

 ( 5,935,296

)

 1,402,654

 ( 4,533,256

)

 Tax reclassification of stockholders' equity in accordance with GAAP

 —

 —

 ( 101,783

)

 101,783

 —

 Balance at December 31, 2024

 8,695,640

 $

 8,695

 $

 77,183,988

 $

 ( 31,916,413

)

 $

 45,276,270

 Distributions to stockholders per share

 —

 $

 —

 $

 —

 $

 0.36

 $

 0.36

 Consolidated Statements of Changes in Net Assets

 Par Amount

 Paid in Capital
 in
 Excess of Par

 Distributable
 Earnings

 Total
 Net Assets

 Balance at December 31, 2022

 9,677,593

 $

 9,678

 $

 86,949,376

 $

 ( 33,264,887

)

 $

 53,694,167

 Increase (decrease) in net assets resulting from operations

 Net investment income

 —

 —

 —

 1,666,934

 1,666,934

 Net realized gain (loss) on investments

 —

 —

 —

 ( 4,345,706

)

 ( 4,345,706

)

 Net change in unrealized appreciation (depreciation) on investments

 —

 —

 —

 4,132,719

 4,132,719

 Shareholder distributions:

 Issuance of common stock

 —

 —

 —

 —

 —

 Repurchase of common stock

 ( 578,793

)

 ( 580

)

 ( 3,078,452

)

 —

 ( 3,079,032

)

 Reinvestment of common stock

 210,605

 1,127,514

 —

 1,127,725

 Distributions to stockholders

 —

 —

 —

 ( 1,629,804

)

 ( 1,629,804

)

 Distributions to stockholders from return of capital

 —

 —

 ( 1,757,477

)

 —

 ( 1,757,477

)

 Total increase (decrease) for the year ended December 31, 2023

 ( 368,188

)

 ( 369

)

 ( 3,708,415

)

 ( 175,857

)

 ( 3,884,641

)

 Tax reclassification of stockholders' equity in accordance with GAAP

 —

 —

 ( 19,894

)

 19,894

 —

 Balance at December 31, 2023

 9,309,405

 $

 9,309

 $

 83,221,067

 $

 ( 33,420,850

)

 $

 49,809,526

 Distributions to stockholders per share

 —

 $

 —

 $

 —

 $

 0.36

 $

 0.36

 Consolidated Statements of Changes in Net Assets

 Par Amount

 Paid in Capital
 in
 Excess of Par

 Distributable
 Earnings

 Total
 Net Assets

 Balance at December 31, 2021

 9,956,228

 $

 9,956

 $

 91,135,719

 $

 ( 28,206,767

)

 $

 62,938,908

 Increase (decrease) in net assets resulting from operations

 Net investment income

 —

 —

 —

 1,789,618

 1,789,618

 Net realized gain (loss) on investments

 —

 —

 —

 329,081

 329,081

 Net change in unrealized appreciation (depreciation) on investments

 —

 —

 —

 ( 6,183,873

)

 ( 6,183,873

)

 Shareholder distributions:

 Issuance of common stock

 —

 —

 —

 —

 —

 Repurchase of common stock

 ( 478,708

)

 ( 478

)

 ( 2,862,458

)

 —

 ( 2,862,936

)

 Reinvestment of common stock

 200,073

 1,209,000

 —

 1,209,200

 Distributions to stockholders

 —

 —

 —

 ( 1,526,458

)

 ( 1,526,458

)

 Distributions to stockholders from return of capital

 —

 —

 ( 1,999,373

)

 —

 ( 1,999,373

)

 Total increase (decrease) for the year ended December 31, 2022

 ( 278,635

)

 ( 278

)

 ( 3,652,831

)

 ( 5,591,632

)

 ( 9,244,741

)

 Tax reclassification of stockholders' equity in accordance with GAAP

 —

 —

 ( 533,512

)

 533,512

 —

 Balance at December 31, 2022

 9,677,593

 $

 9,678

 $

 86,949,376

 $

 ( 33,264,887

)

 $

 53,694,167

 Distributions to stockholders per share

 —

 $

 —

 $

 —

 $

 0.36

 $

 0.36

 Consolidated Statements of Cash Flows

 Year Ended

 2024

 2023

 2022

 (Unconsolidated)

 Cash flows provided by (used in) operating activities

 Net increase (decrease) in net assets resulting from operations

 $

 1,996,984

 $

 1,453,947

 $

 ( 4,065,174

)

 Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:

 Purchases of investment securities

 ( 5,636,783

)

 ( 4,569,498

)

 ( 9,519,074

)

 Payment-in-kind

 investments

 ( 350,968

)

 ( 131,372

)

 ( 193,003

)

 Proceeds from sales and principal repayments of investment securities

 12,347,585

 8,576,616

 11,143,514

 Net realized gain (loss) on investments

 605,491

 4,414,415

 ( 66,517

)

 Net realized (gain) loss on Affiliated investments

 ( 110,624

)

 ( 68,709

)

 ( 262,564

)

 Net change in unrealized (appreciation) depreciation on investments

 ( 1,883,903

)

 ( 4,132,719

)

 6,183,873

 Amortization of premium/discount, net

 ( 84,639

)

 ( 208,304

)

 ( 343,633

)

 Change in operating assets and liabilities:

 (Increase) decrease in receivable for investments sold

 8,953

 ( 8,953

)

 990,537

 (Increase) decrease in dividends and interest receivable

 127,654

 ( 78,916

)

 220,210

 (Increase) decrease in receivable from Adviser

 ( 12,011

)

 ( 45,432

)

 3,242

 (Increase) decrease in prepaid expenses

 4,736

 10,632

 ( 2,683

)

 (Increase) decrease in deferred tax asset

 ( 13,020

)

 —

 (Increase) decrease in other receivables

 ( 22,137

)

 —

 —

 Increase (decrease) in payable for fund shares repurchased

 ( 52,382

)

 53,304

 ( 301,369

)

 Increase (decrease) in payable to Adviser

 27,308

 ( 30,097

)

 ( 63,594

)

 Increase (decrease) in accrued expenses and other liabilities

 ( 157,742

)

 ( 78,274

)

 299,558

 Increase (decrease) in deferred tax liability

 34,695

 —

 —

 Net cash flows provided by (used in) operating activities

 6,855,237

 5,143,620

 4,023,323

 Cash flows provided by (used in) financing activities

 Repurchase of common stock, net of payable

 ( 4,393,908

)

 ( 3,079,032

)

 ( 2,862,936

)

 Distributions paid in cash

 ( 2,191,570

)

 ( 2,292,690

)

 ( 2,341,712

)

 Net cash flows (used in) financing activities

 ( 6,585,478

)

 ( 5,371,722

)

 ( 5,204,648

)

 Net increase (decrease) in cash and cash equivalents

 269,759

 ( 228,102

)

 ( 1,181,325

)

 Cash and cash equivalents

 Beginning of the year

 1,401,744

 1,629,846

 2,811,171

 End of the year

 $

 1,671,503

 $

 1,401,744

 $

 1,629,846

 Supplemental disclosure and non-cash
 financing activities

 Paid-in-kind

 interest income

 $

 350,968

 $

 $

 193,003

 Reinvestment of distributions paid

 $

 1,061,948

 $

 1,127,725

 $

 1,209,200

 Local and excise taxes paid

 $

 ( 6,188

)

 $

 58,473

 $

 36,426

 Consolidated Schedule of Investments

 As of December 31, 2024

 Portfolio Company (1)(2)

 Interest
Rate

 Base Rate
Floor

 Maturity
Date

 Principal

 Amortized
Cost (3)

 Senior Secured Loans – 15.3% (4)

 Consumer Products – 1.6%

 8th Avenue Food & Provisions, Inc. (First Lien Term Loan) (5)

 SOFR + 375

 4.36

 %

 10/1/2025

 $

 743,393

 $

 722,217

 $

 729,640

 Healthcare – 10.7%

 Carestream Health, Inc. (First Lien Term Loan) (5)

 SOFR + 750

 4.33

 %

 9/30/2027

 1,632,859

 1,451,598

 1,253,830

 CCS Medical, Inc (First Lien Term Loan) (5)
 (6) (7)

 Fixed + 1600

 0.00

 %

 4/7/2026

 2,967,348

 Sound Inpatient Physicians (Third Lien Term Loan) (5)

 SOFR + 675

 4.33

 %

 6/28/2029

 834,523

 331,386

 603,289

 4,857,119

 Telecommunication Services – 3.0%

 MidWave Wireless, Inc. (First Lien Term Loan E) (6)
 (7)

 12.00

 %

 12/31/2025

 1,034,474

 1,034,474

 1,031,371

 MidWave Wireless, Inc. (First Lien Term Loan F) (6)
 (
 7)

 12.00

 %

 12/31/2025

 244,824

 244,824

 244,089

 MidWave Wireless, Inc. (First Lien Term Loan G) (6)
 (7)

 12.00

 %

 12/31/2025

 43,739

 43,739

 43,608

 MidWave Wireless, Inc. (First Lien Term Loan H) (6)
 (7)

 12.00

 %

 12/31/2025

 40,809

 40,809

 40,687

 1,359,755

 Total Senior Secured Loans

 6,946,514

 Corporate Bonds – 0.5%

 Media/Telecommunications – 0.5%

 iHeartCommunications, Inc. (8)

 9.13

 %

 5/1/2029

 110,967

 103,083

 96,952

 iHeartCommunications, Inc. (8)

 10.88

 %

 5/1/2030

 171,258

 148,781

 Total Corporate Bonds

 Common Stocks – 37.1%

 Bioplastics – 9.5%

 PlantSwitch, Inc. (Series A-2)
 (6)
 (7)

 1,128,553

 2,192,329

 Chemicals – 0.1%

 MPM Holdings, Inc. (9)

 8,500

 17,000

 Energy – 1.0%

 Talos Energy

 48,502

 615,975

 Financials – 3.6%

 American Banknote Corp. (6)
 (7) (9) (10)

 750,000

 2,062,912

 Real Estate – 7.1%

 IQHQ, Inc. (13)

 87,350

 1,310,250

 1,113,713

 Nexpoint Real Estate Finance, Inc. (11)

 131,670

 2,454,945

 2,065,896

 3,179,609

 Real Estate Investment Trust (REIT) – 2.2%

 NexPoint Residential Trust, Inc. (8)
 (11)

 23,409

 686,991

 Telecommunication Services – 13.6%

 MidWave Wireless, Inc. (6)
 (7) (9)

 14,035

 1,599,990

 Total Common Stocks

 16,773,663

 LLC Interests – 20.1%

 Consumer Products – 6.3%

 US Gaming, LLC (6)
 (7) (9) (10)

 2,000

 2,233,207

 Real Estate – 13.8%

 NexPoint Capital REIT, LLC (6)
 (7) (11)

 7,414,056

 Total LLC Interests

 9,104,190

 Consolidated Schedule of Investments (continued)

 As of December 31, 2024

 Portfolio Company (1) (2)

 Preferred
Dividend
Rate

 Amortized
Cost
 (3)

 Preferred Stocks – 25.3%

 Financials – 1.6%

 777 Partners, LLC (6) (7)

 10.00

 %

 750,000

 225,000

 United Fidelity Bank FSB (6) (7)

 7.00

 %

 1,000

 1,000,000

 725,000

 Healthcare – 23.7%

 Apnimed, Inc. (6)
 (7)

 135,122

 1,199,993

 1,678,215

 Apnimed, Inc. (Series C-2)
 (6)
 (7)

 47,065

 522,469

 624,553

 Sapience Therapeutics, Inc. (Series B Preferred Shares) (6)
 (7) (10)

 1,111,111

 4,000,385

 3,800,000

 Sapience Therapeutics, Inc. (Series B-1
 Preferred Shares) (6)
 (7) (10)

 1,619,048

 4,080,000

 4,646,668

 10,749,436

 Total Preferred Stocks

 11,474,436

 Total Investments
- 98.3%

 $

 39,228,761

 $

 Cash Equivalents
- 3.2% (12)

 $

 1,434,726

 Other Assets & Liabilities, net - (1.5%)

 $

 ( 685,583

)

 Net Assets
- 100.0%

 $

 45,276,270

 (1)

 Unless otherwise noted, the Company did not "control" and was not an "affiliated person" of any of its portfolio companies, each as defined in the Investment Company Act of 1940, as amended (the "1940 Act"). In general, under the 1940 Act, the Company would be presumed to "control" a portfolio company if it owned 25 % or more of its voting securities or had the power to exercise control over the management or policies of such portfolio company, and would be an "affiliated person" of a portfolio company if it owned 5 % or more of its voting securities. Additionally, companies under common control (e.g., companies with a common owner of greater than 25% of their respective voting securities) are affiliates under the 1940 Act.

 (2)

 All investments are denominated in United States Dollars.

 (3)

 Amortized cost represents the original cost adjusted for the amortization of premiums and/or accretion of discounts, as applicable, on investments.

 (4)

 Senior secured loans in which the Company invests generally pay interest at rates which are periodically determined by reference to a base lending rate plus a spread (unless otherwise identified, all senior secured loans carry a variable rate of interest). These base lending rates are generally (i) the Prime Rate offered by one or more major United States banks, (ii) the lending rate offered by the Federal Reserve Bank such as the Secured Overnight Financing Rate ("SOFR") or (iii) the coupon rate. Rate shown represents the actual rate at December 31, 2024. Senior secured loans, while exempt from registration under the Securities Act of 1933 (the "1933 Act"), contain certain restrictions on resale and cannot be sold publicly. Senior secured floating rate loans often require prepayments from excess cash flow or permit the borrower to repay at its election. The degree to which borrowers repay, whether as a contractual requirement or at their election, cannot be predicted with accuracy. As a result, the actual remaining maturity may be substantially less than the stated maturity shown.

 (5)

 The interest rate on these investments is subject to a base rate of 3-Month
 SOFR, which at December 31, 2024 was 4.3 %

 (6)

 Represents fair value as determined by the Adviser pursuant to the policies and procedures approved by the Board of Directors (the "Board"). The Board has designated the Adviser as "valuation designee" for the Company pursuant to Rule 2a-5
 of the 1940 Act. The Adviser considers fair valued securities to be securities for which market quotations are not readily available and these securities may be valued using a combination of observable and unobservable inputs. Securities with a total aggregate value of $ 37,041,636 or 83.2 % of net assets were fair valued under the Company's valuation procedures as of December 31, 2024.

 (7)

 Classified as Level 3 within the three-tier fair value hierarchy. Please see Note 2 for an explanation of this hierarchy, as well as a list of unobservable inputs used in the valuation of these instruments.

 (8)

 The investment is not a qualifying asset under Section 55 of the 1940 Act. A business development company, such as the Company ("BDC"), may not acquire any asset other than a qualifying asset, unless at the time the acquisition is made, qualifying assets represent at least 70 % of the business development company's total assets. Non-qualifying
 assets represented 2.6 % of the Company's total assets as of December 31, 2024.

 (9)

 Non-income
 producing security.

 (10)

 All or a portion of this security is held through a holding company (See Note 1).

 (11)

 Represents an affiliated issuer. Assets with a total aggregate fair market value of $ 9,282,151, or 20.5 % of net assets, were affiliated with the Company as of December 31, 2024. See Note 9.

 (12)

 State Street U.S. Government Money Market Fund.

 (13)

 Securities with a total aggregate value of $ 1,113,713, or 2.5 % of net assets, were valued using the issuer's fair market value NAV as a practical expedient under ASC 820. Please see Notes to Financial Statements for an explanation of this hierarchy.

 Glossary

 PIK

 Payment-in-Kind

 Consolidated Schedule of Investments

 As of December 31, 2023

 Portfolio Company (1)(2)

 Interest
 Rate

 Base Rate
 Floor

 Maturity
 Date

 Principal

 Amortized
 Cost (3)

 Senior Secured Loans – 20.6% (4)

 Bioplastics – 4.0%

 PlantSwitch, Inc. Convertible Promissory Note (First Lien Term Loan) (5) (6)

 10 % Fixed

 9/20/2026

 $

 $

 $

 Healthcare – 13.2%

 Auris Luxembourg III S.a.r.l. (First Lien Term Loan) (7)
 (8)

 SOFR + 375

 5.87

 %

 2/27/2026

 1,453,650

 1,450,998

 1,438,750

 Carestream Health, Inc. (First Lien Term Loan) (9)

 SOFR + 750

 5.36

 %

 9/30/2027

 658,467

 581,366

 514,635

 CCS Medical, Inc (First Lien Term Loan) (5)
 (6)

 11 % Fixed

 4/7/2026

 2,945,554

 Covenant Surgical Partners, Inc. (First Lien Delayed Draw Term Loan) (9)

 SOFR + 400

 5.38

 %

 7/1/2026

 333,333

 333,679

 261,000

 Covenant Surgical Partners, Inc. (First Lien Term Loan) (9)

 SOFR + 400

 5.38

 %

 7/1/2026

 1,597,232

 1,599,049

 1,250,633

 Sound Inpatient Physicians (Second Lien Term Loan) (9)

 SOFR + 675

 5.64

 %

 6/26/2026

 1,555,556

 1,500,056

 127,556

 6,592,574

 Real Estate – 0.9%

 NexPoint Capital REIT, LLC (First Lien Term
 Loan) (5) (6) (10)

 PRIME + 100

 8.00

 %

 3/25/2025

 Telecommunication Services – 2.4%

 MidWave Wireless, Inc. (fka Terrestar Corp.) (First Lien Term Loan F) (5) (6)

 12.00

 %

 2/28/2024

 216,696

 216,696

 215,938

 MidWave Wireless, Inc. (fka Terrestar Corp.) (First Lien Term Loan E) (5) (6)

 12.00

 %

 2/28/2024

 915,322

 915,322

 912,118

 MidWave Wireless, Inc. (fka Terrestar Corp.) (First Lien Term Loan G) (5) (6)

 12.00

 %

 2/28/2024

 38,714

 38,714

 38,579

 MidWave Wireless, Inc. (fka Terrestar Corp.) (First Lien Term Loan H) (5) (6)

 12.00

 %

 2/28/2024

 36,121

 36,121

 35,994

 Total Senior Secured Loans

 10,258,517

 Asset-Backed Securities – 0.0%

 Financials – 0.0%

 Grayson Investor Corp. (7) (5) (6) (11) (12) (13)

 218,666

 Total Asset-Backed Securities

 Corporate Bonds – 1.5%

 Consumer Discretionary – 1.0%

 Vista Outdoor, Inc. 4.50 %, 03/15/2029

 482,645

 Media/Telecommunications – 0.5%

 iHeartCommunications, Inc. (7)
 6.38 %, 05/01/2026

 116,808

 313,455

 99,711

 iHeartCommunications, Inc. (7)
 8.38 %, 05/01/2027

 214,073

 584,792

 139,147

 238,858

 Total Corporate Bonds

 727,523

 Common Stocks – 32.0%

 Chemicals – 0.1%

 MPM Holdings, Inc. (5) (6) (14)

 8,500

 17,000

 Energy – 4.5%

 Quarternorth Energy, Inc.

 16,534

 1,563,928

 2,237,604

 Financials – 7.1%

 American Banknote Corp. (5) (6) (14)

 750,000

 2,062,500

 Real Estate – 9.2%

 Nexpoint Real Estate Finance, Inc. (10)

 131,670

 2,479,467

 2,073,797

 IQHQ, Inc. (5) (6)

 100,000

 1,500,000

 4,606,797

 Real Estate Investment Trust (REIT) – 1.6%

 NexPoint Residential Trust, Inc. (7) (10)

 23,409

 701,237

 Consolidated Schedule of Investments (continued)

 As of December 31, 2023

 Telecommunication Services – 9.5%

 MidWave Wireless, Inc. (fka Terrestar Corp.) (5)
 (6) (14)

 14,035

 1,599,990

 Total Common Stocks

 15,961,319

 LLC Interests – 20.8%

 Consumer Products – 6.1%

 US Gaming, LLC (5) (6) (14)

 1,700

 $

 1,700,000

 $

 Real Estate – 14.8%

 NexPoint Capital REIT, LLC (5) (6) (10)

 8,418,892

 7,014,774

 SFR WLIF III, LLC (5) (6) (10)

 371,112

 371,111

 338,973

 Total LLC Interests

 10,370,499

 Preferred

 Dividend

 Rate

 Preferred Stocks – 23.7%

 Financials – 2.4%

 777 Partners, LLC

 10.00

 %

 750,000

 686,250

 United Fidelity Bank FSB

 7.00

 %

 1,000

 1,000,000

 Healthcare – 21.4%

 Apnimed, Inc. (5) (6)

 8.00

 %

 135,122

 1,199,993

 1,644,435

 Apnimed, Inc. (Series C-2)
 (5) (6)

 8.00

 %

 72,065

 799,994

 928,197

 Sapience Therapeutics, Inc. (Series B Preferred Shares) (5) (6) (15)

 8.00

 %

 1,863,468

 4,080,000

 4,452,382

 Sapience Therapeutics, Inc. (Series B-1
 Preferred Shares) (5) (6) (15)

 8.00

 %

 1,311,091

 4,000,000

 3,611,111

 Total Preferred Stocks

 11,822,375

 Warrants – 0.5%

 Energy – 0.5%

 QuarterNorth Tranche 1 (14)

 5,738

 16,122

 133,888

 QuarterNorth Tranche 2 (14)

 11,051

 5,175

 132,612

 266,500

 Media/Telecommunications – 0.0%

 iHeartMedia, Inc. (7) (14)

 2,875

 52,987

 6,469

 Total Warrants

 272,969

 Total Investments- 99.2%

 $

 45,998,823

 $

 Cash Equivalents –2.3% (16)

 $

 1,160,707

 Other Assets & Liabilities, net-
 (1.5%)

 $

 ( 764,467

)

 Net Assets- 100.0%

 $

 49,809,526

 (1)

 Unless otherwise noted, the Company did not "control" and was not an "affiliated person" of any of its portfolio companies, each as defined in the Investment Company Act of 1940, as amended (the "1940 Act"). In general, under the 1940 Act, the Company would be presumed to "control" a portfolio company if it owned 25 % or more of its voting securities or had the power to exercise control over the management or policies of such portfolio company, and would be an "affiliated person" of a portfolio company if it owned 5 % or more of its voting securities. Additionally, companies under common control (e.g., companies with a common owner of greater than 25% of their respective voting securities) are affiliates under the 1940 Act.

 (2)

 All investments are denominated in United States Dollars.

 (3)

 Amortized cost represents the original cost adjusted for the amortization of premiums and/or accretion of discounts, as applicable, on investments.

 (4)

 Senior secured loans in which the Company invests generally pay interest at rates which are periodically determined by reference to a base lending rate plus a spread (unless otherwise identified, all senior secured loans carry a variable rate of interest). These base lending rates are generally (i) the Prime Rate offered by one or more major United States banks, (ii) the lending rate offered by the Federal Reserve Bank such as the Secured Overnight Financing Rate ("SOFR") or (iii) the coupon rate. Rate shown represents the actual rate at December 31, 2023. Senior secured loans, while exempt from registration under the Securities Act of 1933 (the "1933 Act"), contain certain restrictions on resale and cannot be sold publicly. Senior secured floating rate loans often require prepayments from excess cash flow or permit the borrower to repay at its election. The degree to which borrowers repay, whether as a contractual requirement or at their election, cannot be predicted with accuracy. As a result, the actual remaining maturity may be substantially less than the stated maturity shown.

 Consolidated Schedule of Investments (continued)

 As of December 31, 2023

 (5)

 Represents fair value as determined by the Adviser pursuant to the policies and procedures approved by the Board of Directors (the "Board"). The Board has designated the Adviser as "valuation designee" for the Company pursuant to Rule 2a-5
 of the 1940 Act. The Adviser considers fair valued securities to be securities for which market quotations are not readily available and these securities may be valued using a combination of observable and unobservable inputs. Securities with a total aggregate value of $ 38,516,582 or 77.3 % of net assets were fair valued under the Company's valuation procedures as of December 31, 2023.

 (6)

 Classified as Level 3 within the three-tier fair value hierarchy. Please see Note 2 for an explanation of this hierarchy, as well as a list of unobservable inputs used in the valuation of these instruments.

 (7)

 The investment is not a qualifying asset under Section 55 of the 1940 Act. A business development company, such as the Company ("BDC"), may not acquire any asset other than a qualifying asset, unless at the time the acquisition is made, qualifying assets represent at least 70 % of the business development company's total assets. Non-qualifying
 assets represented 4.8 % of the Company's total assets as of December 31, 2023.

 (8)

 The interest rate on these investments is subject to a base rate of 6-Month
 SOFR which at December 31, 2023 was 5.16 %. The SOFR rate used to calculate interest is the higher of the prevailing 6 month SOFR rate in effect on the date of the semiannual reset, or the SOFR base rate floor shown.

 (9)

 The interest rate on these investments is subject to a base rate of 3-Month
 SOFR, which at December 31, 2023 was 5.33 %

 (10)

 Represents an affiliated issuer. Assets with a total aggregate market value of $ 10,696,845, or 21.5 % of net assets, were affiliated with the Company as of December 31, 2023. See Note 9.

 (11)

 Securities exempt from registration under Rule 144A of the Securities Act. These securities may only be resold in transactions exempt from registration to qualified institutional buyers. As of December 31, 2023, these securities amounted to $ 84, or 0.0 % of net assets.

 (12)

 The investment is considered to be the equity tranche of the issuer.

 (13)

 Securities of collateralized loan obligations where an affiliate of the Adviser serves as collateral manager.

 (14)

 Non-income
 producing security.

 (15)

 All or a portion of this security is held through BDC Sapience Holdco, LLC (See Note 1)

 (16)

 State Street U.S. Government Money Market Fund.

 Glossary

 PIK

 Payment-in-Kind

 Notes to Consolidated Financial Statements

 Note 1 — Organization

 NexPoint Capital, Inc. (the "Company") is an externally managed, non-diversified,
 closed-end
 management investment company that has elected to be regulated as a business development company ("BDC") under the 1940 Act. The Company follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 946 Financial Services - Investment Companies. The Company's investment objective is to generate current income and capital appreciation primarily through investments in middle-market healthcare companies, middle-market companies in non-healthcare
 sectors, syndicated floating rate debt of large public and nonpublic companies and collateralized loan obligations. The Company has elected to be treated for federal income tax purposes, and intends to qualify annually thereafter, as a regulated investment company ("RIC"), under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). In this report, "we," "us" and "our" refer to NexPoint Capital, Inc.
 The Company was formed in Delaware on September 30, 2013 and formally commenced operations on September 2, 2014 upon satisfying the minimum offering requirement by raising gross proceeds of $ 10.0 million in connection with a private placement with NexPoint Advisors, L.P. (the "Adviser"), our external advisor. Prior to July 21, 2023, the Adviser controlled 2,549,002 total shares of common stock of the Company, including reinvestment of dividends, for a net amount of approximately $ 13.4 million. On July 21, 2023, pursuant to the terms of a Stock Purchase Agreement, Liberty CLO Holdco Ltd. ("Liberty") purchased a total of 2,549,002 shares of the Company, representing 26.9 % of the Company's then issued and outstanding common stock, in aggregate. As of December 31, 2024, Liberty controls 2,549,002 total shares of common stock of the Company, including reinvestment of dividends, for a net amount of approximately $ 14.2 million, representing 29.31 % of the Company's then issued and outstanding common stock, in aggregate.
 The Company has retained the Adviser to manage certain aspects of its affairs on a day-to-day

 basis. NexPoint Securities, Inc. (the "Dealer Manager"), an entity under common ownership with the Adviser, served as the dealer manager of the Company's continuous public offering prior to the termination of the offering. The Adviser and Dealer Manager are related parties and will receive fees and other compensation for services related to the investment and management of the Company's assets and the continuous public offering. The Company's continuous public offering ended on February 14, 2018.
 Consolidation of Subsidiaries

 The Company may make investments through wholly-owned subsidiaries (each a "Subsidiary" and together, the "Subsidiaries"). Such Subsidiaries will not be registered under the 1940 Act. However, the Company will wholly own and control any Subsidiaries. In addition, the Company does not intend to create or acquire primary control of any entity which primarily engages in investment activities in securities or other assets, other than entities wholly-owned or majority-owned by the Company.
 As of December 31, 2024, there are three consolidated subsidiaries: the BDC Sapience Holdco, LLC, BDC US Gaming Holdco, LLC and BDC AB Holdco, LLC, (collectively, the "HoldCos") formed under the laws of the State of Delaware on June 21, 2023, March 15, 2024 and March 15, 2024, respectively. The Consolidated Schedule of Investments, Consolidated Statements of Assets and Liabilities, Consolidated Statements of Operations, Consolidated Statements of Changes in Net Assets, Consolidated Statements of Cash Flows and Consolidated Financial Highlights of the Company include the accounts of the Subsidiaries. All inter-company accounts and transactions have been eliminated in the consolidation for the Company. As of December 31, 2024, total assets of the Company were $ 46,576,001 of which $ 6,188,251 or approximately 13.30 %, was held in BDC Sapience Holdco, LLC, $ 630,332 or approximately 1.35 % was held in BDC AB Holdco, LLC, and $ 1,088,768 or approximately 2.34 % was held in BDC US Gaming Holdco, LLC.
 Segment Reporting

 The Company adopted FASB Accounting Standards Update ("ASU") 2023-07
 " Segment Reporting (Topic 280) - Improvement to Reportable Segment Disclosures"

 on January 1, 2025. Adoption of the new standard resulted in new financial statement disclosures and did not affect the Company's financial position or its results of operations. An operating segment is defined in Topic 280 as a component of a public entity that engages in business activities from which it may recognize revenues and incur expenses, has operating results that are regularly reviewed by the public entity's chief operating decision maker ("CODM") to make decisions about resources to be allocated to the segment and assess its performance, and has discrete financial information available. NexPoint Advisors, L.P. (the "Adviser") has been identified as the CODM for the Company.
 Through its management, investment, and operating functions, NexPoint Advisors, L.P. is responsible for assessing performance and making decisions about resource allocation for the Company. The CODM has determined that the Company has a single operating segment based on the fact that the CODM monitors the operating results of the Company as a whole and that the Company's long-term strategic asset allocation is pre-determined
 in accordance with the terms of its prospectus, based on a defined investment strategy which is executed by the Company's portfolio managers as a team. The financial information provided to and reviewed by the CODM is consistent with that presented within the Company's Consolidated Schedule of Investments, Consolidated Statements of Assets and Liabilities, Consolidated Statements of Operations, Consolidated Statements of Changes in Net Assets and Consolidated Financial Highlights.
 Note 2 — Summary of Significant Accounting Policies

 Basis of Accounting

 The accompanying consolidated financial statements of the Company are prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). Additionally, the accompanying consolidated financial statements of the Company and related financial information have been prepared pursuant to the requirements for reporting on Form 10-K
 and Article 6 of Regulation S-X.

 Use of Estimates

 The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.
 Statements of Cash Flows

 Information on financial transactions which have been settled through the receipt or disbursement of cash is presented in the Consolidated Statements of Cash Flows. The cash amount shown in the Consolidated Statements of Cash Flows is the amount included within the Company's Consolidated Statements of Assets and Liabilities and includes cash on hand and cash equivalents at its custodian bank.
 Cash and Cash Equivalents

 The Company considers liquid assets deposited with a bank, money market funds, and certain short-term debt instruments with original maturities of three months or less to be cash equivalents. These investments represent amounts held with financial institutions that are readily accessible to pay Company expenses or purchase investments. Cash and cash equivalents are valued at cost plus accrued interest, which approximates fair value. The value of cash equivalents denominated in foreign currencies, if any, is determined by converting to U.S. dollars on the date of the Consolidated Statements of Assets and Liabilities. As of December 31, 2024 and December 31, 2023, the Company had cash and cash equivalents of $ 1,671,503 and $ 1,401,744, respectively. As of December 31, 2024 and December 31, 2023, $ 1,434,726 and $ 1,160,707 was held in the State Street U.S. Government Money Market Fund, and $ 236,777 and $ 241,037 was held in a custodial account with State Street Bank and Trust Company, respectively.
 Securities Sold Short and Restricted Cash

 The Company may sell securities short. A security sold short is a transaction in which the Company sells a security it does not own in anticipation that the market price of that security will decline. When the Company sells a security short, it must borrow the security sold short from a broker-dealer and deliver it to the buyer upon conclusion of the transaction. The Company may have to pay a fee to borrow particular securities and is often obligated to pay over any dividends or other payments received on such borrowed securities. Cash held as collateral for securities sold short is classified as restricted cash on the Consolidated Statements of Assets and Liabilities, when applicable. Securities held as collateral for securities sold short are shown on the Consolidated Schedule of Investments for the Company, as applicable. As of December 31, 2024 and December 31, 2023, the Company did no t have any securities sold short.
 When securities are sold short, the Company intends to limit exposure to a possible market decline in the value of its portfolio companies through short sales of securities that the Adviser believes possess volatility characteristics similar to those being hedged. In addition, the Company may use short sales for non-hedging
 purposes to pursue its investment objective. Subject to the requirements of the 1940 Act and the Code, the Company will not make a short sale if, after giving effect to such sale, the market value of all securities sold short by the Company exceeds 25 % of the value of its total assets.
 Other Fee Income

 Fee income may consist of origination/closing fees, amendment fees, administrative agent fees, transaction break-up
 fees and other miscellaneous fees. Origination fees, amendment fees, and other similar fees are non-recurring
 fee sources. Such fees are received on a transaction by transaction basis and do not constitute a regular stream of income. For the years ended December 31, 2024, 2023 and 2022 the Company recognized $ 0, $ 0 and $ 0 of fee income, respectively.
 Fair Value of Financial Instruments

 It is the Company's policy to hold the investments at fair value. ASC Topic 820, Fair Value Measurements and Disclosure ("ASC Topic 820") defines fair value as the price that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 also establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, which includes inputs such as quoted prices for similar securities in active markets and quoted prices for identical securities where there is little or no activity in the market; and Level 3, defined as unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions.
 Pursuant to Rule 2a-5
 under the Investment Advisers Act of 1940, as amended, the Board has designated the Adviser as the Company's valuation designee to perform the fair valuation determination for securities and other assets held by the Company. The Company determines the net asset value of its investment portfolio each quarter, or more frequently as needed. Securities that are publicly-traded are valued at the reported closing price on the valuation date. Securities that are not publicly-traded are valued at fair value as determined in good faith by the Adviser as valuation designee, pursuant to board-approved policies and procedures. In connection with that determination, the Adviser will consider portfolio company valuations based on relevant inputs, including indicative dealer quotes, values of like securities, recent portfolio company consolidated financial statements and forecasts, and valuations prepared by third-party valuation services. Rule 2a-5
 states that a market quotation is readily available only when that quotation is a quoted price (unadjusted) in active markets for identical investments that the Company can access at the measurement date, provided that a quotation will not be readily available if it is not reliable. Market quotations may also not be "readily available" if a significant event occurs that causes the Adviser to believe that the market price of a security no longer represents the security's current value at the time of the Company's net asset value ("NAV") determination.

 With respect to investments for which market quotations are not readily available, the Adviser undertakes a multi-step valuation process each quarter, as described below:

 •

 The valuation process begins with each portfolio company or investment being initially valued by investment professionals of the Adviser responsible for credit monitoring or independent third party valuation firms.

 •

 Preliminary valuation conclusions are then documented and discussed with a committee comprised of certain senior management employees of the Adviser (the "Valuation Committee") established by the Adviser to assist the Adviser in discharging its responsibilities as valuation designee.

 •

 At least once each quarter, the valuations for approximately one quarter of the portfolio investments that have been fair valued are reviewed by an independent valuation firm such that, over the course of a year, each material portfolio investment that has been fair valued shall have been reviewed by an independent valuation firm at least once.

 •

 Based on this information, the Adviser discusses valuations and determines the fair value of each investment in the portfolio in good faith pursuant to board-approved policies and procedures.

 As of December 31, 2024, the Company held the following investments, for which a sufficient level of current, reliable market quotations were not available:

 Type

 American Banknote Corp.

 $

 PlantSwitch, Inc.

 US GAMING LLC

 777 Partners, LLC

 225,000

 1,678,215

 624,553

 4,646,668

 3,800,000

 United Fidelity Bank FSB

 CCS Medical, Inc.

 1,031,371

 244,089

 43,608

 40,687

 This listing includes certain investments measured at fair value using net asset value per share, or its equivalent, as a practical expedient that have not been categorized in the fair value hierarchy.

 As of December 31, 2023, the Company held the following investment, for which a sufficient level of current, reliable market quotations were not available:

 Type

 Grayson Investor Corp.

 $

 American Banknote Corp.

 IQHQ, Inc.

 MPM Holdings, Inc.

 7,014,774

 SFR WLIF III, LLC

 338,973

 US Gaming, LLC

 1,644,435

 928,197

 4,452,382

 3,611,111

 CCS Medical, Inc.

 912,118

 215,938

 38,579

 35,994

 PlantSwitch, Inc.

 Determination of fair value involves subjective judgments and estimates. Accordingly, the consolidated notes to the Company's consolidated financial statements will refer to the uncertainty with respect to the possible effect of such valuations, and any change in such valuations, in the Company's consolidated financial statements. Below is a description of factors that the Adviser and the Valuation Committee may consider when valuing the Company's debt and equity investments.
 Valuation of fixed income investments, such as loans and debt securities, depends upon a number of factors, including prevailing interest rates for like securities, expected volatility in future interest rates, call features, put features and other relevant terms of the debt. For investments without readily available market prices, the Company may incorporate these factors into discounted cash flow models to arrive at fair value. Other factors that the Adviser and the Valuation Committee may consider include the borrower's ability to adequately service its debt, the fair market value of the portfolio company in relation to the face amount of its outstanding debt and the quality of collateral securing the Company's debt investments.
 The Company's equity investments in portfolio companies for which there is no liquid public market will be valued at fair value. The Adviser and the Valuation Committee, in its analysis of fair value, may consider various factors, such as multiples of earnings before interest, taxes, depreciation and amortization ("EBITDA"), cash flows, net income, revenues or, in limited instances, book value or liquidation value. All of these factors may be subject to adjustments based upon the particular circumstances of a portfolio company or the Company's actual investment position. For example, adjustments to EBITDA may take into account compensation to previous owners or acquisition, recapitalization, restructuring or other related items.
 The Adviser and the Valuation Committee may also look to private merger and acquisition statistics, public trading multiples discounted for illiquidity and other factors, valuations implied by third-party investments in the portfolio companies or industry practices in determining fair value. The Adviser and the Valuation Committee may also consider the size and scope of a portfolio company and its specific strengths and weaknesses, as well as any other factors it deems relevant in assessing the value. Generally, the value of the Company's equity interests in public companies for which market quotations are readily available will be based upon the most recent closing public market price.

 If the Company receives warrants or other equity-linked securities at nominal or no additional cost in connection with an investment in a debt security, the Company will allocate the cost basis in the investment between the debt securities and any such warrants or other equity-linked securities received at the time of origination. The Adviser and the Valuation Committee will subsequently value these warrants or other equity-linked securities received at fair value.
 As applicable, the Company values its Level 2 assets by using the midpoint of the prevailing bid and ask prices from dealers on the date of the relevant period end, which is provided by an independent third-party pricing service and screened for validity by such service. For investments for which the third-party pricing service is unable to obtain quoted prices, the Company obtains bid and ask prices directly from dealers who make a market in such investments.
 To the extent that the Company holds investments for which no active secondary market exists and, therefore, no bid and ask prices can be readily obtained, the Adviser and the Valuation Committee utilize an independent third-party valuation service to value such investments in a manner consistent with the Company's multistep valuation process previously described.
 The Company periodically benchmarks the bid and ask prices received from the third-party pricing service and/or dealers, as applicable, and valuations received from the third-party valuation service against the actual prices at which it purchases and sells its investments. The Company believes that these prices are reliable indicators of fair value. The Adviser and the Valuation Committee review and approve the valuation determinations made with respect to these investments in a manner consistent with the Company's valuation procedures.
 As of December 31, 2024, the Company's investments consisted of senior secured loans, corporate bonds, common stocks, LLC interests, and preferred stocks, which may be purchased for a fraction of the price of the underlying securities. The fair value of the Company's loans, bonds and asset-backed securities, as applicable, are generally based on quotes received from brokers or independent pricing services. Loans, bonds and asset-backed securities with quotes that are based on actual trades with a sufficient level of activity on or near the measurement date are classified as Level 2 assets. Loans, bonds and asset-backed securities that are priced using quotes derived from implied values, indicative bids or a limited number of actual trades are classified as Level 3 assets because the inputs used by the brokers and pricing services to derive the values are not readily observable.
 The fair value of the Company's common stocks and options that are not actively traded on national exchanges are generally priced using quotes derived from implied values, indicative bids, or a limited amount of actual trades and are classified as Level 3 assets because the inputs used by the brokers and pricing services to derive the values are not readily observable. In accordance with ASC 820-10,
 the Company has elected to apply the practical expedient where applicable, and to value certain investments in the private REITs at their respective NAVs or NAV equivalents at each quarter. Investments measured at fair value using NAV are not categorized in the fair value hierarchy. Exchange traded options are valued based on the last trade price on the primary exchange on which they trade. If an option does not trade, the mid-price
 is utilized to value the option.
 At the end of each calendar quarter, the Adviser evaluates the Level 2 and 3 investments for changes in liquidity, including: whether a broker is willing to execute at the quoted price, the depth and consistency of prices from third party services, and the existence of contemporaneous, observable trades in the market. Additionally, management evaluates the Level 1 and 2 assets and liabilities on a quarterly basis for changes in listings or delistings on national exchanges.
 Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market price, the fair value of the Company's investments may fluctuate from period to period. Additionally, the fair value of investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values the Company may ultimately realize. Further, such investments may be subject to legal and other restrictions on resale or otherwise less liquid than publicly traded securities.

 The inputs or methodology used for valuing investments are not necessarily an indication of the risk associated with investing in those investments. The following are summaries of the Company's investments categorized within the fair value hierarchy as of December 31, 2024, and December 31, 2023:

 Investments

 Level 1

 Level 2

 Total

 $

 —

 $

 729,640

 $

 —

 $

 729,640

 —

 1,857,119

 4,857,119

 —

 —

 1,359,755

 1,359,755

 —

 —

 —

 —

 —

 —

 —

 —

 Real Estate Investment Trust

 —

 —

 2,065,896

 —

 —

 2,065,896

 —

 —

 Common Stocks - Measured at NAV (1)

 —

 —

 —

 1,113,713

 —

 —

 —

 —

 —

 725,000

 725,000

 —

 —

 10,749,436

 10,749,436

 $

 3,514,195

 $

 2,857,583

 $

 37,041,636

 $

 Total Investments

 $

 3,514,195

 $

 2,857,583

 $

 37,041,636

 $

 (1)

 Certain investments measured at fair value using net asset value per share (or its equivalent) as a practical expedient and have not been categorized in the fair value hierarchy. The fair value amounts presented in these tables are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Consolidated Schedule of Investments.

 Investments

 Level 1

 Level 2

 Total

 $

 —

 $

 3,592,574

 $

 $

 6,592,574

 —

 —

 —

 —

 —

 —

 —

 —

 Consumer Discretionary

 —

 —

 —

 238,858

 —

 238,858

 —

 —

 —

 2,237,604

 —

 2,237,604

 —

 —

 2,073,797

 —

 4,606,797

 Real Estate Investment Trust (REITs)

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 Warrants

 —

 266,500

 —

 266,500

 —

 6,469

 6,469

 $

 2,879,784

 $

 8,016,920

 $

 $

 Total Investments

 $

 2,879,784

 $

 8,016,920

 $

 $

 The table below sets forth a summary of changes in the Company's Level 3 investments (measured at fair value using significant unobservable inputs) for the year ended December 31, 2024.

 Investments:

 Balance as of
 2023

 into

 out of

 Net amortization
 (accretion) of
 premium/
 (discount)

 Distribution
 to Return
 Capital

 Net realized
 gains/

 Net change

 in

 gains/

 Purchases/
 PIK

 (Sales

 and
 redemptions)

 Balance as of
 2024

 Change in
 gain/(loss) on
 securities
 still held at
 period end

 $

 $

 —

 $

 —

 $

 —

 $

 —

 $

 —

 $

 —

 $

 192,329

 $

 ( 2,192,329

) (1)

 $

 —

 $

 —

 —

 —

 21,794

 —

 —

 ( 21,794

)

 —

 —

 ( 21,794

)

 —

 —

 —

 —

 —

 —

 —

 ( 463,314

) (1)

 —

 —

 —

 —

 —

 —

 —

 156,993

 —

 1,359,755

 —

 —

 —

 —

 ( 218,080

)

 218,581

 —

 ( 585

)

 —

 —

 —

 2,114,342

 2,192,329

 —

 2,114,342

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 ( 1,908,750

)

 —

 —

 ( 1,908,750

)

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 1,436,903

 —

 —

 1,436,903

 —

 —

 —

 —

 —

 ( 684,679

)

 533,207

 ( 684,679

)

 Real Estate*

 —

 —

 —

 ( 1,153,057

)

 80,457

 261,111

 467,275

 ( 664,742

)

 228,972

 —

 —

 —

 —

 —

 ( 461,250

)

 —

 —

 725,000

 ( 461,250

)

 —

 —

 —

 —

 —

 390,451

 ( 277,525

) (1)

 10,749,436

 390,451

 Total

 $

 $

 $

 2,575,500

 $

 21,794

 $

 ( 1,153,057

)

 $

 ( 137,623

)

 $

 1,345,048

 $

 3,542,518

 $

 ( 3,598,495

)

 $

 37,041,636

 $

 1,094,328

 *

 Includes capital gain distributions of $ 105,881 included in realized gain (loss) on investments from affiliated issuers on the Consolidated Statement of Operations, which is excluded from the change in unrealized appreciation/depreciation.

 (1)

 Reflects a transaction at cost, resulting no realized gain (loss)

 The table below sets forth a summary of changes in the Company's Level 3 investments (measured at fair value using significant unobservable inputs) for the year ended December 31, 2023.

 Investments:

 Balance as of
 2022

 into

 s out of

 Net
 amortization
 (accretion) of
 premium/
 (discount)

 Distribution
 to Return
 Capital

 Net
 realized
 gains/

 Net change in
 gains/

 Purchases/
 PIK

 (Sales
 and
 redemptions) (1)

 Balance as of
 2023

 Change in
 gain/(loss)
 on Level 3
 securities still
 held at period
 end

 $

 —

 $

 —

 $

 —

 $

 —

 $

 —

 $

 —

 $

 —

 $

 $

 —

 $

 $

 —

 —

 —

 19,034

 —

 —

 ( 19,034

)

 —

 —

 ( 19,034

)

 —

 —

 —

 —

 —

 —

 —

 —

 —

 1,069,243

 —

 —

 —

 —

 —

 2,014

 —

 2,014

 7,036

 —

 —

 —

 —

 ( 158,867

)

 162,924

 8,136

 ( 19,145

)

 ( 6,939

)

 —

 —

 —

 —

 —

 —

 —

 —

 —

 1,732,500

 —

 —

 —

 —

 —

 1,803,750

 —

 —

 1,803,750

 2,359,000

 —

 —

 —

 —

 —

 174,000

 —

 —

 174,000

 Service

 2,269

 —

 —

 —

 —

 ( 244,451

)

 251,135

 —

 ( 8,953

)

 —

 —

 5,114,214

 —

 —

 —

 —

 —

 ( 382,033

)

 —

 —

 ( 382,033

)

 3,088,750

 —

 —

 —

 —

 163,314

 228,002

 —

 ( 463,314

)

 228,002

 1,600,492

 —

 —

 —

 ( 244,193

)

 —

 ( 1,370,637

)

 7,448,085

 ( 80,000

)

 ( 1,370,637

)

 10,527,285

 —

 —

 —

 —

 108,839

 6,012,000

 ( 6,012,000

)

 108,839

 Total

 $

 28,500,789

 $

 $

 —

 $

 19,034

 $

 ( 244,193

)

 $

 ( 240,003

)

 $

 958,960

 $

 16,062,907

 $

 ( 6,583,412

)

 $

 $

 537,962

 (1)

 Includes sales to subreit at cost which generate no realized gain.

 Investments designated as Level 3 may include assets valued using quotes or indications furnished by brokers which are based on models or estimates without observable inputs and may not be executable prices. In light of the developing market conditions, the Adviser continues to search for observable data points and evaluate broker quotes and indications received for portfolio investments. Determination of fair value is uncertain because it involves subjective judgments and estimates that are unobservable. Transfers into and out of Level 3 are due to changes in market activity (e.g. frequency of trades), which resulted in changes of available market inputs to determine price.
 For the year ended December 31, 2024, there was one Common Stock – Chemicals position that transferred out of Level 3 into Level 2 due to new observable inputs. There was one Common Stock – Real Estate position that transferred out of Level 3 to investments that are measured at fair value using the NAV per share (or its equivalent) practical expedient in accordance with ASC 820-10.
 The shift was due to a practical expedient mark becoming available, resulting in a transfer from Level 3 to practical expedient.

 For the year ended December 31, 2024, there were two transfers of Preferred Stock - Financials from Level 2 into Level 3 due to a lack of observable inputs.

 The following are summaries of significant unobservable inputs used in the fair valuations of investments categorized within Level 3 of the fair value hierarchy as of December 31, 2024 and December 31, 2023:

 Investment

 Fair value at

 Valuation

 Technique

 Unobservable

 Inputs

 Range of Input Value(s)
(arithmetic average)

 $

 9,104,190

 Transaction Indication of Value

 Enterprise Value ($mm)

 $ 146.6 - $ 183.2 ($ 164.9)

 11,474,436

 Option Pricing Model
 Transaction Indication of Value Indicative Broker Quote

 Volatilty
 Enterprise Value ($mm)
 Price per Share

 40 % - 90 %
 ( 65 %)
 $ 281.4 - $ 598.6 ($ 425.75)

 $ 300 - $ 500
 ($ 400)

 12,103,255

 Discounted Cash Flow
 Multiples Analysis

 Discount Rate
 Multiple of EBITDA Unadjusted Price/MHz-PoP

 13.5 % - 15.5 % ( 14.5 %)

 3.00 x - 4.25 x
 ( 3.63 x)
 $ 0.10 - $ 0.90 ($ 0.48)

 4,359,755

 Transaction Indication of Value Transaction Indication of Value
 Discounted Cash Flow

 Enterprise Value ($mm)
 Price per Share
 Discount Rate

 $ 1,084 - $ 1,214 ($ 1,149)
 $ 3.82
 9.50 % - 13.8 % ( 11.65 %)

 Total

 $

 37,041,636

 Investment

 Fair value at

 Valuation

 Technique

 Unobservable

 Inputs

 Range of Input Value(s)
 (arithmetic average)

 $

 10,370,499

 Discounted Cash Flow Multiples Analysis

 Discount Rate Multiple of EBITDA

 5.48 % - 9.68 % ( 7.58 %)
 5.75 x - 10.40 x ( 8.07 x)

 Option Pricing Model Transaction Indication of Value

 Volatility
 Enterprise Value ($mm)

 40 % - 90 % ( 65 %) $ 281.4
- $ 598.6 ($ 425.75)

 10,843,931

 Discounted Cash Flow Multiples Analysis

 Transaction Indication of Value
 Liquidation Analysis

 Discount Rate Multiple of EBITDA Unadjusted Price/MHz-PoP
 Enterprise Value ($mm) N/A

 13 % - 15 % ( 14.0 %) 1.00 x - 4.00 x ( 2.31 x) $ 0.10 - $ 0.90 ($ 0.50) $ 797 - $ 1,044 ($ 920.5)
 $ 5.00

 6,665,943

 Discounted Cash Flow Transaction Indication of Value

 Discount Rate
 Cost Price ($mm)

 11.00 % - 14.31 %

 ( 12.64 %) $ 2.46

 NAV Approach

 N/A

 N/A

 Total

 $

 The significant unobservable inputs used in the fair value measurement of the Company's LLC interests are discount rate and multiples of EBITDA. Significant increases (decreases) in any of those inputs in isolation could result in a significantly lower (higher) fair value measurement. The significant unobservable inputs used in the fair value measurement of the Company's common equity securities are multiple of EBITDA, unadjusted price/MHz-PoP multiple,
 discount rate, and enterprise value. Significant increases (decreases) in any of those inputs in isolation could result in a significantly lower (higher) fair value measurement. The significant unobservable inputs used in the fair value measurement of the Company's preferred equity securities are volatility assumption, enterprise value and price per share. Significant increases (decreases) in any of those inputs in isolation could result in a significantly lower (higher) fair value measurement. The significant unobservable inputs used in the fair value measurement of the Company's senior secured loan securities are discount rate and cost price. Significant increases (decreases) in any of those inputs in isolation could result in a significantly lower (higher) fair value measurement.

 In accordance with ASC 820-10,
 investments that are measured at fair value using the NAV per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Consolidated Schedule of Investments and Consolidated Statements of Assets and Liabilities. The investment measured at fair value using the NAV per share practical expedient has an investment strategy of a private Life Sciences REIT. This private Life Sciences REIT does not permit redemptions. Investments designated as Level 3 may include assets valued using quotes or indications furnished by brokers which are based on models or estimates without observable inputs and may not be executable prices. In light of the developing market conditions, the Adviser continues to search for observable data points and evaluate broker quotes and indications received for portfolio investments. For the year ended December 31, 2024, there were two positions that transferred out of Level 3.

 Derivative Transactions

 The Company is subject to equity price risk, interest rate risk and foreign currency exchange rate risk in the normal course of pursuing its investment objective. The Company may invest without limitation in warrants and may also use derivatives, primarily swaps (including equity, variance and volatility swaps), options and futures contracts on securities, interest rates, commodities and/or currencies, as substitutes for direct investments the Company can make. The Company may also use derivatives such as swaps, options (including options on futures), futures, and foreign currency transactions (e.g., foreign currency swaps, futures and forwards) to any extent deemed by the Adviser to be in the best interest of the Company, and to the extent permitted by the 1940 Act, to hedge various investments for risk management and speculative purposes.
 Options

 The Company purchases options, subject to certain limitations. The Company may invest in options contracts to manage its exposure to the stock and bond markets and fluctuations in foreign currency values. Writing puts and buying calls tend to increase the Company's exposure to the underlying instrument while buying puts and writing calls tend to decrease the Company's exposure to the underlying instrument, or economically hedge other Company investments. The Company's risks in using these contracts include changes in the value of the underlying instruments, nonperformance of the counterparties under the contracts' terms and changes in the liquidity of the secondary market for the contracts. Options are valued at the last sale price, or if no sales occurred on that day, at the last quoted bid price. As of and during the year ended December 31, 2024 and 2023, the Company did no t hold options.

 Investment Transactions

 Investment transactions are accounted for on trade date. Realized gains (losses) on investments sold are recorded on the basis of specific identification method for both consolidated financial statement and U.S. federal income tax purposes. Payable for investments purchased and receivable for investments sold on the Consolidated Statements of Assets and Liabilities, if any, represents the cost of purchases and proceeds from sales of investment securities, respectively, for trades that have been executed but not yet settled.
 Income Recognition

 Corporate actions (including cash dividends from common stock and equity tranches of asset-backed securities) are recorded on the ex-dividend
 date, net of applicable withholding taxes, except for certain foreign corporate actions, which are recorded as soon after the ex-dividend
 date as such information becomes available. Interest income is recorded on the accrual basis. The Company does not accrue as a receivable for interest or dividends on loans, asset-backed securities and other securities if there is a reason to doubt the Company's ability to collect such income. For loans with contractual PIK (payment-in-kind)

 interest income, which represents contractual interest accrued and added to the loan balance that generally becomes due at maturity, we will not accrue PIK interest if we believe that the PIK interest is no longer collectible. Loan origination fees, original issue discount and market discount are capitalized, and such amounts are amortized as interest income over the respective term of the loan or security. Upon the prepayment of a loan or security, any unamortized loan origination fees and original issue discount are recorded as interest income.
 Accretion of discount on taxable bonds and loans is computed to the maturity date, while amortization of premium on taxable bonds and loans is computed to the earliest call date, whichever is shorter, both using the effective yield method.

 Organization and Offering Costs

 Organization costs are paid by the Adviser and include the cost of incorporating, such as the cost of legal services and other fees pertaining to our organization. Offering costs include legal fees, promotional costs and other costs pertaining to the public offering of our shares of common stock and are also paid by the Adviser. Prior to the termination of the offering, as we raised proceeds, these organization and offering costs were expensed and became payable to the Adviser. Organization and offering costs are limited to 1 % of total gross proceeds raised and are not due and payable to the Adviser to the extent they exceed that amount. Please refer to Note 4 for additional information on Organization and Offering Costs.
 Paid-in
 Capital

 The proceeds from the issuance of common stock as presented on the Company's Consolidated Statements of Changes in Net Assets is presented net of selling commissions and fees for the years ended December 31, 2024, 2023 and 2022. Selling commissions and fees of $ 0, $ 0, and $ 0 were paid for the years ended December 31, 2024, 2023 and 2022, respectively.
 Earnings Per Share

 In accordance with the provisions of ASC Topic 260 – Earnings per Share ("ASC Topic 260"), basic earnings per share is computed by dividing earnings available to common stockholders by the weighted average number of shares outstanding during the period. Other potentially dilutive common shares, and the related impact to earnings, are considered when calculating earnings per share on a diluted basis.
 The following table sets forth the computation of the weighted average basic and diluted net increase in net assets per share from operations:

 For the year ended

 2024

 2023

 2022

 Net increase (decrease) in net assets resulting from operations

 $

 1,996,984

 $

 1,453,947

 $

 ( 4,065,174

)

 Weighted average common shares outstanding

 9,060,476

 9,533,072

 9,893,732

 Earnings (loss) per common share-basic and diluted

 $

 0.22

 $

 0.15

 $

 ( 0.41

)

 Distributions

 Distributions to the Company's stockholders will be recorded as of the record date. Subject to the discretion of the Board and applicable legal restrictions, the Company intends to authorize and declare ordinary cash distributions on a weekly basis and pay such distributions on a quarterly basis. Net realized capital gains, if any, will generally be distributed or deemed distributed at least every 12-month
 period.
 On June 24, 2020, the Board approved a change in its dividend and capital gains distribution schedule from monthly distributions to quarterly distributions, effective immediately. The first quarterly distribution was paid on October 12, 2020 to shareholders of record as of September 30, 2020. The dividends are expected to be declared in the amount of $ 0.09 per share of the Company's common stock to the stockholders of record at each quarter end.

 Practical Expedient

 Pursuant to ASC Topic 820, Fair Value Measurement, the Company may elect to use net asset value per share or its equivalent as a practical expedient to measure the Company's interest in Real Estate investments at fair value, unless it is probable that the investment will be sold at a value different from its NAV. However, for the Company to use this methodology, the company must calculate NAV in a manner consistent with the measurement principles established by ASC Topic 820. The Company is using the practical expedient.

 Note 3 — Investment Portfolio

 The following table shows the composition of the Company's invested assets by industry classification at fair value at December 31, 2024:

 $

 15,606,555

 35.0

 %

 9,418,519

 21.2

 %

 7,528,839

 16.9

 %

 2,352,500

 5.3

 %

 3,594,920

 8.1

 %

 9.6

 %

 Real Estate Investment Trusts (REITs)

 2.2

 %

 1.1

 %

 0.5

 %

 0.1

 %

 $

 100.0

 %

 The following table shows the composition of the Company's invested assets by industry classification at fair value at December 31, 2023:

 $

 17,228,699

 34.9

 %

 12,423,858

 25.1

 %

 5,934,810

 12.0

 %

 4,722,584

 9.6

 %

 6.1

 %

 2,504,104

 5.1

 %

 4.0

 %

 Real Estate Investment Trusts (REITs)

 1.6

 %

 Consumer Directory

 1.0

 %

 245,327

 0.5

 %

 0.1

 %

 $

 100.0

 %

 The following table summarizes the amortized cost and the fair value of the Company's invested assets by class of financial asset as of December 31, 2024:

 Amortized Cost

 Percentage of
 Portfolio
 (at Fair Value)

 Senior Secured Loans - First Lien

 $

 6,505,009

 $

 6,343,225

 14.2

 %

 Senior Secured Loans - Third Lien

 331,386

 603,289

 1.4

 %

 251,864

 0.5

 %

 10,940,392

 16,773,663

 37.7

 %

 9,647,263

 9,104,190

 20.4

 %

 11,552,847

 11,474,436

 25.8

 %

 $

 39,228,761

 $

 100.0

 %

 The following table summarizes the amortized cost and the fair value of the Company's invested assets by class of financial asset as of December 31, 2023:

 Amortized Cost

 Percentage of
 Portfolio

 (at Fair Value)

 Senior Secured Loans - First Lien

 $

 10,580,813

 $

 10,130,961

 20.5

 %

 Senior Secured Loans - Second Lien

 1,500,056

 127,556

 0.3

 %

 218,666

 0.0

 %

 1,380,892

 727,523

 1.5

 %

 9,924,122

 15,961,319

 32.3

 %

 10,490,003

 10,370,499

 21.0

 %

 11,829,987

 11,822,375

 23.9

 %

 Warrants

 74,284

 272,969

 0.6

 %

 $

 45,998,823

 $

 100.0

 %

 The following table shows the composition of the Company's invested assets by geographic classification at December 31, 2024:

 Geography

 United States

 $

 100.0

 %

 $

 100.0

 %

 The following table shows the composition of the Company's invested assets by geographic classification at December 31, 2023:

 Geography

 Cayman Islands (1)

 $

 0.0

 %

 Luxembourg (1)

 1,438,750

 2.9

 %

 United States

 47,974,452

 97.1

 %

 $

 100.0

 %

 (1)

 Investment denominated in USD

 Note 4 — Related Party Transactions and Arrangements

 Investment Advisory Fee

 Payments for investment advisory services under the Company's investment advisory agreement (the "Investment Advisory Agreement") and administrative services agreement (the "Administration Agreement") are equal to (a) a base management fee calculated at an annual rate of 2.0 % of the average value of the Company's gross assets at the end of the two most recently completed calendar quarters and (b) an incentive fee based on the Company's performance. Effective June 5, 2017, the Investment Advisory Agreement and the Administration Agreement were amended to exclude cash and cash equivalents from the calculation of gross assets for the purpose of calculating investment advisory and administration fees.
 For the years ended December 31, 2024, 2023 and 2022, the Company incurred investment advisory fees payable to the Adviser of $ 945,241, $ 942,612 and $ 1,096,487, respectively. Amounts waived for investment advisory fees or administrative fees pertaining to periods prior to June 10, 2016 are not recoupable, but amounts waived for investment advisory fees or administrative fees pertaining to periods from and after June 10, 2016 are subject to recoupment by the Adviser within three years from the date that such fees were otherwise payable, provided that the recoupment will be limited to the amount of such voluntarily waived fees from and after June 10, 2016 and will not cause the sum of the Company's investment advisory fees, administration fees, Other Expenses (as defined under "Expense Limits and Reimbursements" below), and any recoupment to exceed the annual rate of 3.40 % of average gross assets. Effective December 20, 2017, the Adviser ended its voluntary waiver of advisory fees.
 Incentive Fee

 The incentive fee consists of two parts. The first part, which is referred to as the subordinated incentive fee on income, is calculated and payable quarterly in arrears, and equals 20.0 % of "pre-incentive
 fee net investment income" for the immediately preceding quarter and is subject to a hurdle rate, expressed as a rate of return on the Company's net assets, as defined in the Investment Advisory Agreement, equal to 1.875 % per quarter. As a result, the Adviser will not earn this incentive fee for any quarter until the Company's pre-incentive
 fee net investment income for such quarter exceeds the hurdle rate of 1.875 %. Once the Company's pre-incentive
 fee net investment income in any quarter exceeds the hurdle rate, the Adviser will be entitled to a "catch-up"
 fee equal to the amount of the pre-incentive
 fee net investment income in excess of the hurdle rate, until the Company's pre-incentive
 fee net investment income for such quarter equals 2.34375 % of the Company's net assets at the end of such quarter. This "catch-up"
 feature allows the Adviser to recoup the fees foregone as a result of the existence of the hurdle rate in that quarter. Thereafter, the Adviser will receive 20.0 % of the Company's pre-incentive
 fee net investment income from the quarter.

 The second part of the incentive fee, which is referred to as the incentive fee on capital gains, is determined and payable in arrears as of the end of each calendar year (or upon termination of the Investment Advisory Agreement). This fee equals 20.0 % of the Company's incentive fee capital gains, which will equal the Company's realized capital gains on a cumulative basis from formation, calculated as of the end of the applicable period, computed net of all realized capital losses (proceeds less amortized cost) and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gains incentive fees. The Company will accrue for the capital gains incentive fee, which, if earned, will be paid annually. The Company will accrue for the capital gains incentive fee based on net realized and unrealized gains; however, under the terms of the Investment Advisory Agreement, the fee payable to the Adviser will be based on realized gains and no such fee will be payable with respect to unrealized gains unless and until such gains are actually realized.
 For the years ended December 31, 2024, 2023 and 2022, the Company incurred $ 0, $ 0 and $ 0 of incentive fees on capital gains, respectively. Since inception, the Company has accrued $ 0 of incentive fees on capital gains in aggregate. Effective December 20, 2017, the Adviser ended its voluntary waiver of incentive fees. No such fees have been paid with respect to realized gains to the Adviser as of December 31, 2024.
 Administration Fee

 Pursuant to the Administration Agreement with the Adviser, the Company also reimburses the Adviser for expenses necessary for its performance of services related to the Company's administration and operations. The amount of the reimbursement will be the lesser of (1) the Company's allocable portion of overhead and other expenses incurred by the Adviser in performing its obligations under the Administration Agreement and (2) 0.40 % of the Company's average gross assets, (excluding cash and cash equivalents). The Adviser is required to allocate the cost of such services to the Company based on objective factors such as assets, revenues, time allocations and/or other reasonable metrics. The Board assesses the reasonableness of such reimbursements based on the breadth, depth and quality of such services as compared to the estimated cost to the Company of obtaining similar services from third-party service providers known to be available. In addition, the Board will consider whether any single third-party service provider would be capable of providing all such services at comparable cost and quality. Finally, the Board will compare the total amount paid to the Adviser for such services as a percentage of the Company's net assets to the same ratio as reported by other comparable BDCs.
 For the years ended December 31, 2024, 2023 and 2022, the Company incurred administration fees payable to the Adviser of $ 186,249, $ 194,764 and $ 226,948, respectively. Amounts waived for management fees or administrative services expenses pertaining to periods prior to June 10, 2016 are not recoupable, but amounts waived for management fees or administrative services, expenses pertaining to periods from and after June 10, 2016 are subject to recoupment by the Adviser within three years from the date that such fees were otherwise payable, provided that the recoupment will be limited to the amount of such voluntarily waived fees from and after June 10, 2016 and will not cause the sum of the Company's advisory fees, administration fees, Other Expenses, and any recoupment to exceed the annual rate of 3.40 % of average gross assets. Effective December 20, 2017, the Adviser ended its voluntary waiver of administration fees.
 Organization and Offering Costs

 Organization costs include the cost of incorporating, such as the cost of legal services and other fees pertaining to our organization, and are paid by the Adviser. For the years ended December 31, 2024, 2023 and 2022, the Adviser did not incur or pay organization costs on our behalf.
 Offering costs include legal fees, promotional costs and other costs pertaining to the public offering of our shares of common stock, and are capitalized and amortized to expense over one year. The Company's continuous public offering ended on February 14, 2018.
 Organization costs and offering costs are limited to 1 % of total gross proceeds raised in the offering and are not due and payable to the Adviser to the extent they exceed that amount. As of December 31, 2024, the cumulative aggregate amount of $ 5,327,574 of organization and offering costs exceeds 1 % of total proceeds raised. Subsequent to the termination of the offering, the Adviser forfeited the right to reimbursement of the remaining $ 4,305,091 of these costs.
 Fees Paid to Officers and Directors

 Each director who oversees all of the portfolios in the Fund Complex receives an annual retainer of $ 150,000 payable in quarterly installments and allocated among each portfolio in the Fund Complex based on relative net assets. The annual retainer for a director who does not oversee all of the portfolios in the Fund Complex is prorated based on the portion of the $ 150,000 annual retainer allocable to the portfolios overseen by such director. Directors are reimbursed for actual out-of-pocket

 expenses relating to attendance at meetings. In addition, the Chairman of the Board receives an additional annual payment of $ 20,000 and the Chairperson of each committee receives an additional annual

payment of $ 10,000 payable in quarterly installments and allocated among each portfolio in the Fund Complex based on relative net assets. The Directors are reimbursed for actual out-of-pocket

 expenses relating to attendance at meetings. The Directors do not receive any separate compensation in connection with service on Committees or for attending Board or Committee Meetings. They do not have any pension or retirement plan. The "Fund Complex" consists of all of the registered investment companies advised by the Adviser and any affiliates as of the period covered by this report. The Company pays no compensation to any of its officers, all of whom are employed by the Adviser, its affiliates or Skyview Group, Inc. ("Skyview").
 For the years ended December 31, 2024, 2023 and 2022, the Company recorded an expense relating to director fees of $ 19,733, $ 15,194 and $ 18,170, respectively, which represents the allocation of the director fees to the Company. As of December 31, 2024, there were no expenses payable relating to director fees.

 Expense Limits and Reimbursements

 Pursuant to an expense limitation agreement, the Adviser is contractually obligated to waive fees and, if necessary, pay or reimburse certain other expenses to limit the ordinary "Other Expenses" to 1.0 % of the quarter-end
 value of the Company's gross assets through the one year anniversary of the effective date of the registration statement (the "Expense Limitation Agreement"). Under the Expense Limitation Agreement, "Other Expenses" are all expenses with the exception of advisor and administration fees, organization and offering costs and the following: (i) interest, taxes, dividends tied to short sales, brokerage commissions, and other expenditures which are capitalized in accordance with GAAP; (ii) expenses incurred indirectly as a result of investments in other investment companies and pooled investment vehicles; (iii) other expenses attributable to, and incurred as a result of, our investments; (iv) expenses payable to the Adviser, as administrator, for providing significant managerial assistance to our portfolio companies; and (v) other extraordinary expenses (including litigation expenses) not incurred in the ordinary course of our business. The obligation will automatically renew for
 one
-year
 terms unless it is terminated by the Company or the Adviser upon written notice within 60 days of the end of the current term or upon termination of the Investment Advisory Agreement. The Expense Limitation Agreement will continue through at least April 30, 2025.
 Any expenses waived or reimbursed by the Adviser pursuant to the Expense Limitation Agreement are subject to possible recoupment by the Adviser within three years from the date of the waiver or reimbursement. The recoupment by the Adviser will be limited to the amount of previously waived or reimbursed expenses and cannot cause the Company's expenses to exceed any expense limitation in place at the time of recoupment or waiver.
 Reimbursable Expenses Table

 The cumulative total of fees waived by the Adviser under the Expense Limitation Agreement, which are recoupable as of December 31, 2024 is $ 1,274,344. This balance, and the balances in the tables below, only include amounts pertaining to the Expense Limitation Agreement, and do not include waived advisory and administration fees subject to recoupment discussed earlier in Note 4.
 The following table reflects the 2024 quarterly fee waivers and expense reimbursements due from the Adviser as of December 31, 2024, September 30, 2024, June 30, 2024, and March 31, 2024, which may become subject to recoupment by the Adviser.

 Period ended

 other expense

 Yearly expense
 limitation

 expense
 reimbursement

 recoupable/
 (recouped)
 amount

 eligibility

 expiration

 $

 913,667

 $

 437,693

 $

 475,974

 $

 148,020

 December 31, 2027

 September 30, 2024

 700,195

 372,241

 327,954

 79,981

 September 30, 2027

 June 30, 2024

 468,715

 220,742

 247,973

 128,092

 June 30, 2027

 March 31, 2024

 232,187

 112,306

 119,881

 119,881

 March 31, 2027

 The following table reflects the fee waivers and expense reimbursements due from the Adviser as of December 31, 2023, September 30, 2023, June 30, 2023, and March 31, 2023, which may become subject to recoupment by the Adviser.

 Period ended

 other expense

 Yearly expense
 limitation

 expense
 reimbursement

 recoupable/
 (recouped)
 amount

 eligibility

 expiration

 $

 902,219

 $

 481,443

 $

 420,776

 $

 140,233

 December 31, 2026

 September 30, 2023

 630,924

 350,382

 280,543

 96,669

 September 30, 2026

 June 30, 2023

 420,066

 236,192

 183,874

 102,016

 June 30, 2026

 March 31, 2023

 208,486

 126,628

 81,858

 81,858

 March 31, 2026

 The following table reflects the fee waivers and expense reimbursements due from the Adviser as of December 31, 2022, September 30, 2022, June 30, 2022, and March 31, 2022, which may become subject to recoupment by the Adviser.

 Period ended

 other expense

 Yearly expense
 limitation

 expense
 reimbursement

 recoupable/
 (recouped)
 amount

 eligibility

 expiration

 $

 913,273

 $

 535,679

 $

 377,594

 $

 92,216

 December 31, 2025

 September 30, 2022

 678,333

 392,955

 285,378

 124,667

 September 30, 2025

 June 30, 2022

 434,019

 273,308

 160,711

 98,950

 June 30, 2025

 March 31, 2022

 211,896

 150,135

 61,761

 61,761

 During the year ended December 31, 2024, $ 295,261 of expense reimbursements that were eligible for recoupment by the Adviser expired.
 There can be no assurance that the Expense Limitation Agreement will remain in effect or that the Adviser will reimburse any portion of the Company's expenses in future quarters not covered by the Expense Limitation Agreement. Amounts shown do not include the amounts committed by the Adviser to voluntarily reimburse the Company for unrealized losses, all of which are not recoupable.
 Net Increase from Amounts Committed by Affiliates

 For the years ended December 31, 2024 and December 31, 2023, the Adviser did no t voluntarily reimburse the Company for unrealized losses sustained. Cumulatively since inception, the Adviser has committed $ 2,275,000 to voluntarily reimburse the Company for such losses. Had these commitments not been made, since inception, the NAV as of December 31, 2024 would have been lower by approximately this amount.
 Amounts committed and paid by the Adviser to reimburse for unrealized losses are nonrecurring, and investors should not expect the Adviser to make similar commitments or payments in the future.

 Receivable from Adviser / Payable to Adviser

 As of December 31, 2024 and December 31, 2023, $ 149,659 and $ 137,648 were owed from the Adviser to the Company, respectively, largely related to the expense limitation agreement.
 As of December 31, 2024 and December 31, 2023, the Company owed $ 312,204 and $ 284,896, respectively, to the Adviser, largely related to advisory fees, and administration fees.
 Indemnification

 Under the Company's organizational documents, the officers and Directors have been granted certain indemnification rights against certain liabilities that may arise out of performance of their duties to the Company. Additionally, in the normal course of business, the Company may enter into contracts with service providers that contain a variety of indemnification clauses. The Company's maximum exposure under these arrangements is dependent on future claims that may be made against the Company and, therefore, cannot be estimated.
 Note 5 — U.S. Federal Income Tax Information

 The Company has elected to be treated for federal income tax purposes, and intends to qualify annually, as a RIC under Subchapter M of the Code. To maintain its qualification as a RIC, the Company must, among other things, meet certain source-of-income

 and asset diversification requirements and distribute to its stockholders, for each taxable year, at least 90 % of its "investment company taxable income," which is generally the Company's net ordinary income plus the excess, if any, of realized net short-term capital gains over realized net long-term capital losses. As a RIC, the Company will not be subject to corporate-level federal income taxes on any income that it timely distributes to its stockholders. The Company intends to make distributions in an amount sufficient to maintain its RIC status each year and to avoid any federal income taxes on income so distributed. The Company will also be subject to nondeductible federal excise taxes if it does not distribute at least 98 % of net ordinary income, 98.2 % of any capital gain net income, if any, and any recognized and undistributed income from prior years on which it paid no federal income taxes.
 The character of income and capital gains to be distributed is determined in accordance with the Code, U.S. Treasury regulations, and other applicable authority, which may differ from GAAP. These differences include (but are not limited to) investments organized as partnerships for tax purposes, total return swaps, loan investments, and losses deferred due to wash sale transactions. Reclassifications are made to the Company's capital accounts to reflect income and gains available for distribution (or available capital loss carryovers) under the Code, U.S. Treasury regulations, and other applicable authority. These reclassifications have no impact on net investment income, realized gains or losses, or net asset value of the Company. The calculation of net investment income per share in the Consolidated Financial Highlights table excludes these adjustments.
 As of December 31, 2024, 2023 and 2022, the Company made the following permanent book tax differences and reclasses:

 2024

 2023

 2022

 Paid in capital excess of par value

 $

 ( 101,783

)

 $

 ( 19,894

)

 $

 ( 533,512

)

 Distributions in excess of net investment income (1)

 43,513

 ( 2,103

)

 ( 308,998

)

 Accumulated realized gains (1)

 58,270

 21,997

 842,510

 (1)

 Amounts are included in distributable earnings (accumulated loss) on the Consolidated Statements of Assets and Liabilities.

 During the year ended December 31, 2024, the differences between book and tax accounting were due primarily to a non-deductible
 tax expense and a return of capital distribution.

 For the years ended December 31, 2024, 2023 and 2022, the Company's tax year end, components of distributable earnings on a tax basis are as follows:

 2024

 2023

 2022

 Net tax appreciation/(depreciation)

 $

 5,347,796

 $

 3,674,703

 $

 ( 1,567,035

)

 Undistributed capital gains

 —

 —

 —

 Other temporary differences

 ( 791,444

)

 ( 848,575

)

 ( 883,602

)

 For the years ended December 31, 2024, 2023 and 2022, the Company had $( 36,472,765), $( 36,246,978) and $( 30,814,250) of capital loss carryovers, respectively.
 The tax character of shareholder distributions attributable to the fiscal years ended December 31, 2023, 2022 and 2021, were as follows:

 2024

 2023

 2022

 Ordinary income

 $

 594,330

 $

 1,629,804

 $

 1,526,458

 Return of capital

 2,603,950

 1,757,477

 1,999,373

 Long term gain

 —

 —

 —

 Unrealized appreciation and depreciation at December 31, 2024, 2023 and 2022, based on cost of investments for U.S. federal income tax purposes were as follows:

 Gross appreciation

 Gross (depreciation)

 Net
 appreciation/
 (depreciation)

 Cost

 $

 10,088,458

 $

 ( 4,740,662

)

 $

 5,347,796

 $

 39,179,331

 9,837,724

 ( 6,163,021

)

 3,674,703

 45,438,583

 7,373,938

 ( 8,940,973

)

 ( 1,567,035

)

 54,860,750

 The tax adjustments that impact cost are wash sales, partnerships and basis adjustments on loan investments.
 Uncertainty in Income Taxes

 The Company will evaluate its tax positions to determine if the tax positions taken meet the minimum recognition threshold in connection with accounting for uncertainties in income tax positions taken or expected to be taken for the purposes of measuring and recognizing tax benefits or liabilities in the consolidated financial statements. Recognition of a tax benefit or liability with respect to an uncertain tax position is required only when the position is "more likely than not" to be sustained assuming examination by taxing authorities. The Company's tax returns are subject to examination by the Internal Revenue Service for a period of three fiscal years after they are filed. The Company recognizes interest and penalties, if any, related to unrecognized tax liabilities as income tax expense in the Consolidated Statements of Operations. During the years ended December 31, 2024, 2023 and 2022, the Company incurred $ 47,715, $( 13,020), and $ 0, respectively, in income taxes (benefits). Furthermore, management of the Company is also not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next 12 months.
 Income Taxes

 The Company has elected to be treated as a RIC under the Code and operates in a manner so as to qualify for the tax treatment applicable to RICs. To qualify for tax treatment as a RIC, the Company must, among other requirements, meet certain source-of-income

 and asset diversification requirements and timely distribute to its stockholders at least 90 % of its investment company taxable income, as defined by the Code, for each year. The Company has made and intends to continue to make the requisite distributions to its stockholders, which will generally relieve the Company from U.S. federal corporate-level income taxes. Depending on the level of taxable income earned in a tax year, the Company may choose to carry forward taxable income in excess of current year dividend distributions from such current year taxable income into the next tax year and pay a 4 % excise tax on such income, as required. To the extent that the Company determines that its estimated current year taxable income will be in excess of estimated dividend distributions for the current year from such income, the Company accrues excise tax, if any, on estimated excess taxable income as such taxable income is earned. The Company may hold certain portfolio company investments through HoldCos. The Company does not expect for the investments of its consolidated taxable subsidiaries to be subject to state income taxes. Accordingly, the Company's provision for income taxes is reflective of only the U.S. federal statutory corporate rate of 21.0 %. These consolidated subsidiaries recognize deferred tax assets and liabilities for the estimated future tax effects attributable to temporary differences between the tax basis of certain assets and liabilities and the reported amounts included in the accompanying consolidated balance sheet using the applicable statutory tax rates in effect for the year in which any such temporary differences are expected to reverse.
 The following table sets forth the significant components of net deferred tax assets and liabilities included in the accompanying consolidated balance sheet as of December 31, 2024 and December 31, 2023:

 As of

 As of

 Deferred tax assets:

 Net operating loss carryforwards

 $

 —

 $

 —

 Net unrealized depreciation of portfolio investments

 33,582

 Total deferred tax assets

 33,582

 Deferred tax liabilities:

 Net unrealized appreciation of portfolio investments

 ( 68,277

)

 —

 Total deferred tax liabilities

 ( 68,277

)

 —

 Total deferred tax assets (liabilities), net

 $

 ( 34,695

)

 $

 The Company's income tax expense (benefit) consists of the following:

 Current

 $

 —

 $

 —

 Deferred

 47,715

 —

 Change in valuation

 —

 —

 Total provision for income taxes

 $

 47,715

 $

 —

 Management believes that the realization of the deferred tax assets is more likely than not based on expectations as to future taxable income and scheduled reversals of temporary differences. Accordingly, the Company did not record a valuation allowance related to its deferred tax assets at December 31, 2024 and December 31, 2023. As of December 31, 2024, the Company did not have a deferred tax asset.
 The Company's effective tax rates for the years ended December 31, 2024 and December 31, 2023 were 2.33 % and ( 0.89)% respectively. The Company does not expect for the investments of its HoldCos to be subject to state income taxes. Our effective tax rate differs from the U.S. federal statutory corporate tax rate of 21.00 % primarily due to our RIC operations generally not being subject to federal income taxes.
 Note 6 — Share Repurchase Program

 On a quarterly basis, the Company intends to offer to repurchase shares of common stock on such terms as may be determined by the Board in its complete and absolute discretion unless, in the judgment of directors who are not "interested persons" of the Company (as defined in the 1940 Act), such repurchases would not be in the best interests of the Company's stockholders or would violate applicable law. The Company will conduct such repurchase offers in accordance with the requirements of Rule 13e-4
 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the 1940 Act. Any offer to repurchase shares of common stock will be conducted solely through tender offer materials furnished to each stockholder.
 The Company currently intends to limit the number of shares of common stock to be repurchased during any calendar year to the number of shares of common stock it can repurchase with the proceeds it receives from the sale of shares of common stock under its distribution reinvestment plan. At the discretion of the Board, the Company may also use cash on hand, cash available from borrowings and cash from liquidation of securities investments as of the end of the applicable period to repurchase shares of common stock. In addition, the Company will limit the number of shares of common stock to be repurchased in any calendar year to 10.0 % of the weighted average number of shares of common stock outstanding in the prior calendar year, or 2.5 % in each quarter, though the actual number of shares of common stock that the Company offers to repurchase may be less in light of the limitations noted above. The Company intends to offer to repurchase such shares of common stock at a price (i) not less than the net asset value per share (the "NAV Per Share") of the Company's common stock next calculated following the Expiration Date, and (ii) not more than 2.5 % greater than the NAV Per Share as of such date. The Board may amend, suspend or terminate the share repurchase program at any time, upon 30 days' notice.
 The Company conducted its quarterly tender offer for the first quarter of 2024 from February 23, 2024, until March 25, 2024, at 4:00 p.m. New York City time, during which the Company offered to purchase for cash up to 2.50 % of its outstanding shares of common stock. During the first quarter tender offer, 275,496 shares of the Company were tendered for repurchase, constituting approximately 2.89 % of the Company's outstanding shares.
 The Company conducted its quarterly tender offer for the second quarter of 2024 from May 17, 2024, until June 20, 2024, at 4:00 p.m. New York City time, during which the Company offered to purchase for cash up to 2.30 % of its outstanding shares of common stock. During the second quarter tender offer, 208,163 shares of the Company were tendered for repurchase, constituting approximately 2.18 % of the Company's outstanding shares.
 The Company conducted its quarterly tender offer for the third quarter of 2024 from August 23, 2024, until September 24, 2024, at 4:00 p.m. New York City time, during which the Company offered to purchase for cash up to 2.50 % of its outstanding shares of common stock. During the third quarter tender offer, 156,349 shares of the Company were tendered for repurchase, constituting approximately 1.64 % of the Company's outstanding shares.
 The Company conducted its quarterly tender offer for the fourth quarter of 2024 from November 15, 2024, until December 17, 2024 at 4:00 p.m. New York City time, during which the Company offered to purchase for cash up to 2.50 % of its outstanding shares of common stock. During the fourth quarter tender offer, 175,103 shares of the Company were tendered for repurchase, constituting approximately 1.84 % of the Company's outstanding shares.
 For the year ended December 31, 2024, the Company repurchased 0 shares as part of its death and disability repurchase program.
 Note 7 — Economic Dependency and Commitments and Contingencies

 The Adviser has entered into a Services Agreement with Skyview pursuant to which the Adviser will receive administrative and operational support services to enable it to provide the required advisory services to the Company. The Adviser, and not the Company, will compensate all Adviser and Skyview personnel who provide services to the Company.
 From time to time, the Company may be involved in legal proceedings in the normal course of its business. Although the outcome of such litigation cannot be predicted with any clarity, management is of the opinion, based on the advice of legal counsel, that final dispositions of any litigation should not have a material adverse effect on the financial position of the Company as of December 31, 2024.
 Unfunded commitments to provide funds to portfolio companies are not recorded in the Company's Consolidated Statements of Assets and Liabilities. Since these commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. The Company has sufficient liquidity to fund these commitments. As of December 31, 2024, the Company had no unfunded debt commitments.
 In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties that provide general indemnification. The Company's maximum exposure under these agreements is unknown, as this would involve future claims that may be made against the Company that have not occurred. The Company believes the risk of material obligations under these indemnities to be low.
 Note 8 — Market and Other Risk Factors

 The primary risks of investing in the Company are described below in alphabetical order:
 Conflict of Interest Risk

 The Adviser or its affiliates may have other clients with similar, different or competing investment objectives. In serving in these multiple capacities, they may have obligations to other clients or investors in those other entities, the fulfillment of which may not be in the best interests of us or our stockholders. For example, our Adviser and its affiliates manage or sponsor other investment funds, accounts or other investment vehicles. Our investment

 objective may overlap with the investment objectives of such affiliated investment funds, accounts or other investment vehicles. As a result, our Adviser may face conflicts of interest in the allocation of investment opportunities among us and other investment funds, accounts or other investment vehicles advised by or affiliated with our Adviser. Our Adviser will seek to allocate investment opportunities among eligible accounts in a manner that is fair and equitable over time and consistent with its allocation policy. However, we can offer no assurance that such opportunities will be allocated to us fairly or equitably in the short-term or over time. Where we are able to co-
 invest consistent with the requirements of the 1940 Act and SEC exemptive relief, if sufficient securities or loan amounts are available to satisfy our and each such account's proposed demand, the opportunity will be allocated in accordance with our Adviser's pre-transaction
 determination and the requirements of the exemptive relief. If there is an insufficient amount of an investment opportunity to satisfy our demand and that of other accounts sponsored or managed by our Adviser or its affiliates, the allocation policy and exemptive relief further provides that allocations among us and such other accounts will generally be made pro rata based on the amount that each such party would have invested if sufficient loan amounts were available. However, there can be no assurance that we will be able to participate in all suitable investment opportunities.
 Concentration Risk

 The Company is classified as a non-diversified
 investment company within the meaning of the 1940 Act, which means that it is not limited by the 1940 Act with respect to the proportion of the Company's assets that it may invest in securities of a single issuer. To the extent that the Company assumes large positions in the securities of a small number of issuers, the Company's net asset value may fluctuate to a greater extent than that of a diversified investment company as a result of changes in the financial condition or the market's assessment of the issuer. The Company may also be more susceptible to any single economic or regulatory occurrence than a diversified investment company. Beyond the asset diversification requirements associated with the Company's qualification as a RIC under the Code and certain contractual diversification requirements under a credit facility or other agreements, the Company does not have fixed guidelines for diversification, and its investments could be concentrated in relatively few portfolio companies. As a result, the aggregate returns the Company realizes may be significantly adversely affected if a small number of investments perform poorly or if the Company needs to write down the value of any one investment. Additionally, the Company's investments may be concentrated in relatively few industries. As a result, a downturn in any particular industry in which the Company is invested could also significantly impact the aggregate returns realized.
 Covenant-Lite Loans Risk

 Loans in which the Company invests include covenant-lite loans, which carry more risk to the lender than traditional loans as they may contain fewer or less restrictive covenants on the borrower than traditionally included in loan documentation or may contain other borrower friendly characteristics. The Company may experience relatively greater difficulty or delays in enforcing its rights on its holdings of certain covenant-lite loans and debt securities than its holdings of loans or securities with the usual covenants.
 Counterparty Credit Risk

 Counterparty credit risk is the potential loss the Company may incur as a result of the failure of a counterparty or an issuer to make payments according to the terms of a contract. Counterparty credit risk is measured as the loss the Company would record if its counterparties failed to perform pursuant to the terms of their obligations to the Company. Because the Company may enter into over-the-counter

 forwards, options, swaps and other derivative financial instruments, the Company may be exposed to the credit risk of its counterparties. To limit the counterparty credit risk associated with such transactions, the Company conducts business only with financial institutions judged by the Adviser to present acceptable credit risk.
 Credit Risk

 Debt securities are subject to the risk of non-payment
 of scheduled interest and/or principal. Non-payment
 would result in a reduction of income to the Company, a reduction in the value of the obligation experiencing non-payment
 and a potential decrease in the Company's net asset value.
 Investments rated below investment grade are commonly referred to as high-yield, high risk or "junk debt." They are regarded as predominantly speculative with respect to the issuing company's continuing ability to meet principal and/or interest payments. Investments in high yield debt and high yield senior loans may result in greater net asset value fluctuation than if the Company did not make such investments. Corporate debt obligations, including senior loans, are subject to the risk of non-payment
 of scheduled interest and/or principal.
 Non-payment
 would result in a reduction of income to the Company, a reduction in the value of the corporate debt obligation experiencing non-payment
 and a potential decrease in the net asset value of the Company. Some of the loans the Company makes or acquires may provide for the payment by borrowers of Payment-In-Kind

 ("PIK") interest or accreted original issue discount at maturity. Such loans have the effect of deferring a borrower's payment obligation until the end of the term of the loan, which may make it difficult for the Company to identify and address developing problems with borrowers in terms of their ability to repay debt. Particularly in a rising interest rate environment, loans containing PIK and original issue discount provisions can give rise to negative amortization on a loan, resulting in a borrower owing more at the end of the term of a loan than what it owed when the loan was originated. Any such developments may increase the risk of default on the Company's loans by borrowers.
 Because loans are not ordinarily registered with the SEC or any state securities commission or listed on any securities exchange, there is usually less publicly available information about such instruments. In addition, loans may not be considered "securities" for purposes of the anti-fraud protections of the federal securities laws and, as a result, as a purchaser of these instruments, the Company may not be entitled to the anti-fraud protections of the federal securities laws. In the course of investing in such instruments, the Company may come into possession of material nonpublic information and, because of prohibitions on trading in securities of issuers while in possession of such information, the Company may be unable to enter into a transaction in a publicly-traded security of that issuer when it would otherwise be advantageous for us to do so. Alternatively, the Company may choose not to receive material nonpublic information about an issuer of such loans, with the result that the Company may have less information about such issuers than other investors who transact in such assets.

 Foreign Securities Risk

 Investments in foreign securities involve certain factors not typically associated with investing in U.S. securities, such as risks relating to (i) currency exchange matters, including fluctuations in the rate of exchange between the U.S. dollar (the currency in which the books of the Company are maintained) and the various foreign currencies in which the Company's portfolio securities will be denominated and costs associated with conversion of investment principal and income from one currency into another; (ii) differences between the U.S. and foreign securities markets, including the absence of uniform accounting, auditing and financial reporting standards and practices and disclosure requirements, and less government supervision and regulation; (iii) political, social or economic instability; and (iv) the extension of credit, especially in the case of sovereign debt.
 Illiquid Securities Risk

 The Company will generally make investments in private companies. Substantially all of these investments will be subject to legal and other restrictions on resale or will otherwise be less liquid than publicly traded securities. The illiquidity of the Company's investments may make it difficult for the Company to sell such investments if the need arises. In addition, if it is required to liquidate all or a portion of its portfolio quickly, the Company may realize significantly less than the value at which it has previously recorded its investments. In addition, it may face other restrictions on its ability to liquidate an investment in a portfolio company to the extent that it has material non-public
 information regarding such portfolio company or if an investment is held by one of its subsidiaries and is subject to contractual limitations on sale, such as the limitations on transfer of assets under certain circumstances under a credit facility.
 The Company may seek to address its short-term liquidity needs by carefully managing the settlements of its portfolio transactions, including transactions in loans, by maintaining short-term liquid assets sufficient to meet reasonably anticipated obligations, and by maintaining a credit facility.
 Interest Rate Risk

 Interest Rate risk is the risk that fixed income securities will decline in value because of changes in interest rates. When interest rates decline, the value of fixed rate securities already held by the Company can be expected to rise. Conversely, when interest rates rise, the value of existing fixed rate portfolio securities can be expected to decline. A company with a longer average portfolio duration will be more sensitive to changes in interest rates than a fund with a shorter average portfolio duration Recent and potential future changes in government monetary policy may affect the level of interest rates.
 Investments in Foreign Markets Risk

 Investments in foreign markets involve special risks and considerations not typically associated with investing in the United States. These risks include revaluation of currencies, high rates of inflation, restrictions on repatriation of income and capital, and adverse political and economic developments. Moreover, securities issued in these markets may be less liquid, subject to government ownership controls, tariffs and taxes, subject to delays in settlements, and their prices may be more volatile. The Company may be subject to capital gains and repatriation taxes imposed by certain countries in which they invest. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued based upon net investment income, net realized gains and net unrealized appreciation as income and/or capital gains are earned.
 Leverage Risk

 The Company may use leverage in its investment program, including the use of borrowed funds and investments in certain types of options, such as puts, calls and warrants, which may be purchased for a fraction of the price of the underlying securities. While such strategies and techniques increase the opportunity to achieve higher returns on the amounts invested, they also increase the risk of loss. To the extent the Company purchases securities with borrowed funds, its net assets will tend to increase or decrease at a greater rate than if borrowed funds are not used. If the interest expense on borrowings were to exceed the net return on the portfolio securities purchased with borrowed funds, the Company's use of leverage would result in a lower rate of return than if the Company were not leveraged.
 Operational and Technology Risk

 The risk that cyber-attacks, disruptions, or failures that affect the Company's service providers, counterparties, market participants, or issuers of securities held by the Company may adversely affect the Company and its shareholders, including by causing losses for the Company or impairing Company operations.
 Options Risk

 There are several risks associated with transactions in options on securities. For example, there are significant differences between the securities and options markets that could result in an imperfect correlation between these markets, causing a given transaction not to achieve its objectives. A transaction in options or securities may be unsuccessful to some degree because of market behavior or unexpected events.
 When the Company writes a covered call option, the Company forgoes, during the option's life, the opportunity to profit from increases in the market value of the security covering the call option above the sum of the premium and the strike price of the call, but retains the risk of loss should the price of the underlying security decline. The writer of an option has no control over the time when it may be required to fulfill its obligation and once an option writer has received an exercise notice, it must deliver the underlying security in exchange for the strike price.
 When the Company writes a covered put option, the Company bears the risk of loss if the value of the underlying stock declines below the exercise price minus the put premium. If the option is exercised, the Company could incur a loss if it is required to purchase the stock underlying the put option at a price greater than the market price of the stock at the time of exercise plus the put premium the Company received when it wrote the option. While the Company's potential gain in writing a covered put option is limited to distributions earned on the liquid assets securing the put option plus the premium received from the purchaser of the put option, the Company risks a loss equal to the entire exercise price of the option minus the put premium.

 Real Estate Securities Risk

 The securities of issuers that own, construct, manage or sell residential, commercial or industrial real estate are subject to risks in addition to those of other issuers. Such risks include: changes in real estate values and property taxes, overbuilding, variations in rental income, interest rates and changes in tax and regulatory requirements, such as those relating to the environment. Performance of a particular real estate security depends on the structure, cash flow and management skill of the particular company.
 Real Estate Investment Trusts (REITs) Risk

 Equity REITs may be affected by changes in the value of the underlying property owned by the trusts, while mortgage REITs may be affected by the quality of any credit extended. Further, equity and mortgage REITs are dependent upon management skill and are not diversified. Such trusts are also subject to heavy cash flow dependency, defaults by borrowers, self-liquidation, and the possibility of failing to qualify for special tax treatment under Subchapter M of the Code and to maintain an exemption under the 1940 Act. Any rental income or income from the disposition of such real estate could adversely affect its ability to retain its tax status, which would have adverse tax consequences on its shareholders. Finally, certain REITs may be self-liquidating at the end of a specified term, and run the risk of liquidating at an economically inopportune time.
 Securities Market Risk

 The risk that the value of securities owned by the Company may go up or down, sometimes rapidly or unpredictably, due to factors affecting particular companies or the securities markets generally. Economic, political and financial conditions, industry or economic trends and developments or public health risks, such as epidemics or pandemics, may, from time to time, and for varying periods of time, cause volatility, illiquidity or other potentially adverse effects in the financial markets. A general downturn in the securities market may cause multiple asset classes to decline in value simultaneously. Many factors can affect this value and you may lose money by investing in the Company.
 Senior Loans Risk

 The risk that the issuer of a senior loan may fail to pay interest or principal when due, and changes in market interest rates may reduce the value of the senior loan or reduce the Company's returns. The risks associated with senior loans are similar to the risks of high yield debt securities. Senior loans and other debt securities are also subject to the risk of price declines and to increases in interest rates, particularly long-term rates. Senior loans are also subject to the risk that, as interest rates rise, the cost of borrowing increases, which may increase the risk of default. In addition, the interest rates of floating rate loans typically only adjust to changes in short-term interest rates; long-term interest rates can vary dramatically from short-term interest rates. Therefore, senior loans may not mitigate price declines in a long-term interest rate environment. The Company's investments in senior loans are typically below investment grade and are considered speculative because of the credit risk of their issuers.
 Structured Finance Securities Risk

 A portion of the Company's investments may consist of equipment trust certificates, collateralized mortgage obligations, collateralized bond obligations, collateralized loan obligations ("CLO") or similar instruments. Such structured finance securities are generally backed by an asset or a pool of assets, which serve as collateral. Depending on the type of security, the collateral may take the form of a portfolio of mortgage loans or bonds or other assets. The Company and other investors in structured finance securities ultimately bear the credit risk of the underlying collateral. In some instances, the structured finance securities are issued in multiple tranches, offering investors various maturity and credit risk characteristics, often categorized as senior, mezzanine and subordinated/equity according to their degree of risk. The riskiest securities are the equity tranche, which bears the bulk of defaults from the bonds or loans serving as collateral, and thus may protect the other, more senior tranches from default. If there are defaults or the relevant collateral otherwise underperforms, scheduled payments to senior tranches of such securities take precedence over those of mezzanine tranches, and scheduled payments to mezzanine tranches take precedence over those to subordinated/equity tranches. A senior tranche typically has higher ratings and lower yields than the underlying securities, and may be rated investment grade. Despite the protection from the equity tranche, other tranches can experience substantial losses due to actual defaults, increased sensitivity to defaults due to previous defaults and the disappearance of protecting tranches, market anticipation of defaults and aversion to certain structured finance securities as a class.
 Short-Selling Risk

 Short sales by the Company that are not made where there is an offsetting long position in the asset that it is being sold short theoretically involve unlimited loss potential since the market price of securities sold short may continuously increase. Short selling allows the Company to profit from declines in market prices to the extent such decline exceeds the transaction costs and costs of borrowing the securities. However, since the borrowed securities must be replaced by purchases at market prices in order to close out the short position, any appreciation in the price of the borrowed securities would result in a loss. Purchasing securities to close out the short position can itself cause the price of securities to rise further, thereby exacerbating the loss. The Company may mitigate such losses by replacing the securities sold short before the market price has increased significantly. Under adverse market conditions, the Company might have difficulty purchasing securities to meet margin calls on its short sale delivery obligations, and might have to sell portfolio securities to raise the capital necessary to meet its short sale obligations at a time when fundamental investment considerations would not favor such sales. Further, if other short positions of the same security are closed out at the same time, a "short squeeze" can occur where demand exceeds the supply for the security sold short. A short squeeze makes it more likely that the Adviser will need to replace the borrowed security at an unfavorable price.

 Swaps Risk

 The risk involves both the risks associated with an investment in the underlying investments or instruments (including equity investments) and counterparty risk. In a standard OTC swap transaction, two parties agree to exchange the returns, differentials in rates of return or some other amount calculated based on the "notional amount" of predetermined investments or instruments, which may be adjusted for an interest factor. Swaps can involve greater risks than direct investments in securities, because swaps may be leveraged and OTC swaps are subject to counterparty risk (e.g., the risk of a counterparty's defaulting on the obligation or bankruptcy), credit risk and pricing risk (i.e., swaps may be difficult to value). Swaps may also be considered illiquid. Certain swap transactions, including certain classes of interest rate swaps and index credit default swaps, may be subject to mandatory clearing and exchange trading, although the swaps in which the Company will invest are not currently subject to mandatory clearing and exchange trading. The use of swaps is a highly specialized activity which involves investment techniques, risk analyses and tax planning different from those associated with ordinary portfolio securities transactions. The value of swaps, like many other derivatives, may move in unexpected ways and may result in losses for the Company.
 Note 9 — Affiliated Investments

 Under Section 2(a)(3) of the 1940 Act, a portfolio company is defined as "affiliated" if a fund owns five percent or more of its outstanding voting securities or if the portfolio company is under common control. The table below shows affiliated issuers of the Company as of December 31, 2024:

 Affiliated
investments

 at

 December

 31, 2023

 as of

 December

 31, 2023

in (out)
at cost

 Sales

 Realized

 gains

 Change in
appreciation
(depreciation)

 as of

 December
31, 2024

 at

 December

 31, 2024

 Affiliated
Dividend
income

 NexPoint
Residential Trust, Inc.

 23,409

 $

 $

 —

 $

 —

 $

 ( 14,246

)

 $

 30,167

 (3)

 $

 185,604

 $

 23,409

 $

 —

 NexPoint Capital REIT, LLC (LLC Interests)

 7,014,774

 —

 467,275

 ( 1,472,111

)

 105,881

 (3)

 228,972

 466,062

(Senior Loans)

 —

 —

 ( 463,314

) (1)

 —

 —

 —

 —

 —

 NexPoint Real
Estate Finance, Inc.

 131,670

 2,073,797

 —

 —

 ( 24,522

) (2)

 —

 16,621

 2,065,896

 131,670

 238,813

 SFR WLIF III, LLC

 371,112

 338,973

 —

 —

 345,688

 ( 25,424

) (3)

 32,138

 —

 —

 36,614

 Total affiliated investments

 990,242

 $

 10,696,845

 $

 —

 $

 467,275

 $

 ( 2,319,881

)

 $

 110,624

 $

 463,335

 $

 9,282,151

 155,868

 $

 741,489

 (1)

 Reflects a full paydown at cost, resulting in no realized gain or loss.

 (2)

 Represents return of capital distributions resulting in no gain/loss.

 (3)

 Represents capital gain distributions included in realized gain (loss) on investments from affiliated issuers on the St atement
of Operations, which does not impact the change in unrealized appreciation/depreciation.

 Note 10 — Consolidated Financial Highlights

 Selected data for a share outstanding throughout the year ended December 31, 2024, 2023, 2022, 2021 and 2020 is as follows:

 Ended

 Ended

 Ended

 Ended
 December 31, 2021

 Ended
 December 31, 2020

 Common shares per share operating performance:

 Net asset value, beginning of period

 $

 5.35

 $

 5.55

 $

 6.32

 $

 6.13

 $

 8.53

 Income from investment operations:

 Net investment income (loss) (1)

 0.07

 0.17

 0.18

 0.19

 0.24

 Net realized and unrealized gain (loss)

 0.16

 ( 0.02

)

 ( 0.59

)

 0.37

 ( 2.22

)

 Total from investment operations

 0.23

 0.15

 ( 0.41

)

 0.56

 ( 1.98

)

 Less distribution declared to common shareholders:

 From net investment income

 ( 0.07

)

 ( 0.18

)

 ( 0.16

)

 ( 0.37

)

 ( 0.42

)

 From net realized gains

 —

 —

 —

 —

 —

 From return of capital

 ( 0.30

)

 ( 0.18

)

 ( 0.20

)

 —

 —

 Total distributions declared to common shareholders

 ( 0.37

)

 ( 0.36

)

 ( 0.36

)

 ( 0.37

)

 ( 0.42

)

 Capital share transaction

 Issuance of common stock (2)

 —

 —

 —

 —

 —

 Shares tendered (1)

 —

 —

 —

 —

 —

 Net asset value, end of period

 $

 5.21

 $

 5.35

 $

 5.55

 $

 6.32

 $

 6.13

 Net asset value total return (3)(4)

 4.05

 %

 3.20

 %

 ( 6.65

)%

 9.12

 %

 ( 23.17

)%

 Ratio and supplemental data:

 Net assets, end of period (in 000's)

 $

 45,276

 $

 49,810

 $

 53,694

 $

 62,939

 $

 64,190

 Shares outstanding, end of period

 8,695,640

 9,309,405

 9,677,593

 9,956,228

 10,475,168

 Common share information at end of period:

 Ratios based on weighted average net assets of common shares:

 Gross operating expenses (5)

 4.24

 %

 4.12

 %

 3.82

 %

 3.78

 %

 3.99

 %

 Fees and expenses waived or reimbursed (5)

 ( 0.98

)%

 ( 0.83

)%

 ( 0.63

)%

 ( 0.45

)%

 ( 0.54

)%

 Net operating expenses (5)

 3.26

 %

 3.20

 %

 3.19

 %

 3.33

 %

 3.45

 %

 Net investment income (loss) before fees waived or reimbursed (5)

 0.37

 %

 2.40

 %

 2.43

 %

 2.50

 %

 3.41

 %

 Net investment income (loss) after fees waived or reimbursed (5)

 1.35

 %

 3.22

 %

 3.06

 %

 2.95

 %

 3.95

 %

 Ratio of interest and credit facility expenses to average net assets

 —

 %

 —

 %

 —

 %

 —

 %

 0.27

 %

 Portfolio turnover rate (4)

 32.54

 %

 %

 %

 %

 %

 Asset coverage ratio

 —

 %

 —

 %

 —

 %

 —

 %

 —

 %

 Weighted average commission rate paid (6)

 $

 —

 $

 —

 $

 —

 $

 —

 $

 0.0328

 (1)

 Per share data was calculated using weighted average shares outstanding during the period.

 (2)

 The continuous issuance of common stock may cause an incremental increase in net asset value per share due to the sale of shares at the then prevailing public offering price and the receipt of corporate bond net proceeds per share by the Company in excess of net asset value per share on each subscription closing date. The per share data was derived by computing (i) the sum of (A) the number of shares issued in connection with subscriptions and/or distribution reinvestment on each share transaction date times (B) the differences between the net proceeds per share and the net asset value per share on each share transaction date, divided by (ii) the total shares outstanding at the end of the period. The Company's continuous public offering ended on February 14, 2018.

 (3)

 Total returns are historical and assume changes in share price and reinvestment of dividends and capital gains distributions and assume no sales charge. Distributions, if any, are assumed for purposes of this calculation to be reinvested at prices obtained under the Company's Dividend Reinvestment Plan. Had the Adviser not absorbed a portion of expenses, total returns would have been lower.

 (4)

 Not annualized.

 (5)

 Annualized.

 (6)

 Represents the total dollar amount of commissions paid on portfolio transactions divided by total number of portfolio shares purchased and sold for which commissions were charged.

 Note 11 — Subsequent Events

 On February 21, 2025, the Company announced a tender offer for up to 2.5 % of its outstanding common stock. The tender offer expired on March 24, 2025, and 149,884.924 shares, or 1.71 % were repurchased.

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To the Shareholders and Board of Directors of

 Opinion on the Financial Statements

 We have audited the accompanying consolidated statements of assets and liabilities, including the consolidated schedules of investments, of NexPoint Capital, Inc. (the
 "Company")
 as of the dates indicated below, and the related consolidated statements
 of operations, changes in net assets, and cash flows for each of the years indicated below, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the
 Company as of the dates indicated below and the results of its operations, changes in its net assets, and its cash flows for the years indicated below, in conformity with accounting principles generally accepted in the United States of America.

 Consolidated Statements of Assets and Liabilities

 (including the Consolidated Schedules of Investments)

 Consolidated Statements of Operations,
Changes in Net Assets, and Cash Flows

 As of December 31, 2024 and 2023

 For the years ended December 31, 2024, 2023, and 2022*

 *

 The financial statements referred to above are unconsolidated.

 Basis for Opinion

 These consolidated financial statements are the responsibility of the Company's

management. Our responsibility is to express an opinion on the Company's
 consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
 We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our audits

included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our procedures included confirmation of securities owned as of December 31, 2024, and 2023, by correspondence with the custodian, agent banks, issuers and brokers; when replies were not received from agent banks, we performed other auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
 Critical Audit Matters

 The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

 Valuation of Portfolio Investments—Certain Level 3 Portfolio Investments in Senior Secured Loans, Common Stocks, LLC Interests and Preferred Stocks are Valued Using Significant Unobservable Inputs Developed by Management

 Critical Audit Matter Description

 As discussed in Note 2 to the consolidated financial statements, the Company held investments classified as Level 3 investments under accounting principles generally accepted in United States of America. These investments are valued using various valuation techniques to estimate the fair value of investments based on the specific characteristics of the investments and certain significant unobservable inputs.

 We identified the valuation of Level 3 investments as a critical audit matter because of the judgments necessary for management to select valuation techniques and to use significant unobservable inputs to estimate the fair value. This required a high degree of auditor judgment and extensive audit effort, including the need to involve fair value specialists who possess significant valuation experience to evaluate the appropriateness of the valuation techniques and the significant unobservable inputs, when performing audit procedures to audit management's estimate of fair value of Level 3 investments.

 How the Critical Audit Matter Was Addressed in the Audit

 Our audit procedures related to valuation techniques and unobservable inputs used by management to estimate the fair value of Level 3 investments included the following, among others:

 •

 Evaluating the appropriateness of the valuation techniques used and testing the significant unobservable inputs by comparing them to external sources.

 •

 Evaluating the appropriateness of significant changes in valuation techniques or significant unobservable inputs used in the valuations.

 •

 Testing the accuracy of the underlying data used by the Company in its analysis.

 •

 Comparing the significant assumptions used by management to current industry and economic trends.

 •

 Performing sensitivity analysis of significant assumptions to evaluate changes in the fair value estimate.

 •

 Utilizing our fair value specialists to develop an independent estimate of the fair value in instances where the selection of valuation techniques or significant unobservable inputs were more subjective and compared our estimates to management's estimates.

 •

 Utilizing our fair value specialists to develop an independent fair value range for certain investments and comparison of management's estimate to each of the independently developed fair value ranges.

 •

 Developing the independent fair value range involved testing the data used in the models and developing significant unobservable inputs in order to evaluate the reasonableness of management's fair value estimate for a portion of the Level 3 investments.

 •

 For investments where management's process for determining the fair value was tested, professionals with specialized skill and knowledge were used to assist in evaluating the reasonableness of comparative yields and discount rates used by management for certain investments.

 •

 Evaluating management's ability to reasonably estimate fair value by comparing management's historical estimates to subsequent transactions, taking into account changes in market or investment specific conditions, where applicable.

 We have served as the auditor of one or more of NexPoint Advisors, L.P.'s investment companies since 2018.

 COHEN & COMPANY, LTD.

 Cleveland, Ohio

 Item 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 None.

 Item 9A.

 Controls and Procedures

 Evaluation of Disclosure Controls and Procedures

 The Company maintains disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in the Company's filings under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Investment Company Act of 1940, as amended, is recorded, processed, summarized and reported within the periods specified in the rules and forms of the Securities and Exchange Commission. Such information is accumulated and communicated to the Company's management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. The Company's management, including the principal executive officer and principal financial officer, recognizes that any set of controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. As of the period covered by this report, we, including our president and chief financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e)
 under the Exchange Act). Based upon that evaluation, our president and chief financial officer concluded that our disclosure controls and procedures were effective.
 Changes in Internal Control over Financial Reporting

 There have been no material changes in our internal control over financial reporting (as defined in Rules 13a-15(f)
 and 15d-15(f)
 of the Exchange Act) during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 Management's Report on Internal Control over Financial Reporting

 Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f)
 and 15d-15(f)
 of the Exchange Act). Under the supervision and with the participation of management, including the Principal Executive Officers and Principal Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria established in Internal Control —Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2024. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 Item 9B.

 Other Information

 On July 21, 2023, pursuant to the terms of a Stock Purchase Agreement, Liberty CLO Holdco Ltd. ("Liberty") completed the purchase of a total of 2,549,002 shares of NexPoint Capital, Inc. (the "Company"), representing 27.05% of the Company's then issued and outstanding common stock. The shares were purchased from NexPoint Advisors, L.P. (the "Adviser"), for an aggregate purchase price of $11,396,587.93. Liberty used its own capital to purchase the stock.

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 None.

 Item 10.

 Directors, Executive Officers and Corporate Governance

 The information required by Item 10 is hereby incorporated by reference from the Company's definitive Proxy Statement relating to the Company's 2024 Annual Meeting of Stockholders, to be filed with the SEC within 120 days following the end of the Company's fiscal year.

 Item 11.

 Executive Compensation

 The information required by Item 11 is hereby incorporated by reference from the Company's definitive Proxy Statement relating to the Company's 2024 Annual Meeting of Stockholders, to be filed with the SEC within 120 days following the end of the Company's fiscal year.

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 The information required by Item 12 is hereby incorporated by reference from the Company's definitive Proxy Statement relating to the Company's 2024 Annual Meeting of Stockholders, to be filed with the SEC within 120 days following the end of the Company's fiscal year.

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence

 The information required by Item 13 is hereby incorporated by reference from the Company's definitive Proxy Statement relating to the Company's 2024 Annual Meeting of Stockholders, to be filed with the SEC within 120 days following the end of the Company's fiscal year.

 Item 14.

 Principal Accountant Fees and Services

 The information required by Item 14 is hereby incorporated by reference from the Company's definitive Proxy Statement relating to the Company's 2024 Annual Meeting of Stockholders, to be filed with the SEC within 120 days following the end of the Company's fiscal year.

 Item 15:

 Exhibits

 (a)(1) Financial Statements

 (1) Consolidated Financial Statements — Refer to Item 8 starting on page 82

 (2) Financial Statement Schedules — None

 (3) Exhibits

 Number

 Description

 3.1

 Amended and Restated Certificate of Incorporation (Incorporated by reference to Exhibit (a)(3) to Post-Effective Amendment No. 1 to the Company's Registration Statement on Form N-2 (File No. 333-196096) filed on December 12, 2014)

 3.2

 Amended and Restated Bylaws (Incorporated by reference to Exhibit (b)(3) to Post-Effective Amendment No. 1 to the Company's Registration Statement on Form N-2 (File No. 333-196096) filed on December 12, 2014)

 4.1

 Forms of Subscription Agreement (Incorporated by reference to the Prospectus Appendix A. Appendix B and Appendix C filed with Post-Effective Amendment No. 7 to the Company's Registration Statement on Form N-2 (File No. 333-196096) filed on May 11, 2017)

 4.2

 Distribution Reinvestment Plan (Incorporated by reference to Exhibit (e) to Post-Effective Amendment No. 1 to the Company's Registration Statement on Form N-2 (File No. 333-196096) filed on December 12, 2014)

 10.1

 Amended and Restated Investment Advisory Agreement (Incorporated by reference to Exhibit (g)(1) to Post-Effective Amendment No. 8 to the Company's Registration Statement on Form N-2 (File No. 333-196096) filed on September 30, 2017)

 10.2

 Sub-Administration and Accounting Agreement (Incorporated by reference to Company's Registration Statement on Form N-2 (File No. 333-216277) filed on February 27, 2017)

 10.3

 Amended and Restated Administration Agreement (Incorporated by reference to Exhibit (k)(2) to Post-Effective Amendment No. 8 to the Company's Registration Statement on Form N-2 (File No. 333-196096) filed on September 30, 2017)

 10.4

 Dealer Manager Agreement (Incorporated by reference to Post-Effective Amendment No. 4 to the Company's Registration Statement on Form N-2 (File No. 333-196096) filed on March 2, 2016)

 10.5

 Form of Participating Broker-Dealer Agreement (Included as Exhibit A to the Dealer Manager Agreement)

 10.6

 Custodian Agreement (Incorporated by reference to Post-Effective Amendment No. 4 to the Company's Registration Statement on Form N-2 (File No. 333-196096) filed on March 2, 2016)

 10.7

 Form of Agency Agreement (Incorporated by reference to Pre-Effective Amendment No. 3 to the Company's Registration Statement on Form N-2 (File No. 333-196096) filed on July 24, 2014)

 10.8

 Escrow Agreement (Incorporated by reference to Post-Effective Amendment No. 4 to the Company's Registration Statement on Form N-2 (File No. 333-196096) filed on March 2, 2016)

 10.9

 Expense Limitation Agreement (Incorporated by reference to Post-Effective Amendment No. 4 to the Company's Registration Statement on Form N-2 (File No. 333-196096) filed on March 2, 2016)

 Number

 Description

 10.10

 Control Agreement, dated and effective as of September 9, 2017, by and between NexPoint Capital, Inc. and BNP Paribas Prime Brokerage International, Ltd. and State Street Bank and Trust Company ((Incorporated by reference to Exhibit 10.10 to Registrants Quarterly Report on 10-Q (File No. 814-01074) filed on November 9, 2017)

 10.11

 Master Confirmation for Loan Total Return Swap Transactions, dated and effective as of September 13, 2017, by and between NexPoint Capital Inc. and BNP Paribas Prime Brokerage International, Ltd. (Incorporated by reference to Exhibit 10.11 to Registrants Quarterly Report on 10-Q (File No. 814-01074) filed on November 9, 2017)

 10.13

 U.S. PB Agreement, dated and effective as of October 19, 2017, by and between NexPoint Capital, Inc. and BNP Paribas Prime Brokerage, Inc. (Incorporated by reference to Exhibit 10.2 to Registrants Current Report on 8-K (File No. 814-01074) filed on October 19, 2017)

 10.14

 International PB Agreement, dated and effective as of October 19, 2017, by and between NexPoint Capital, Inc., BNP Paribas Prime Brokerage International, Ltd., and BNP Paribas acting through its New York branch (Incorporated by reference to Exhibit 10.3 to Registrants Current Report on 8-K (File No. 814-01074) filed on October 19, 2017)

 10.15

 U.S. Triparty Agreement, dated and effective as of October 19, 2017, by and between NexPoint Capital, Inc., BNP Paribas Prime Brokerage, Inc. and Street Bank and Trust Company (Incorporated by reference to Exhibit 10.4 to Registrants Current Report on 8-K (File No. 814-01074) filed on October 19, 2017)

 10.16

 International Triparty Agreement, dated and effective as of October 19, 2017, by and between NexPoint Capital, Inc., BNP Paribas Prime Brokerage International, Ltd., and State Street Bank and Trust Company, as custodian (Incorporated by reference to Exhibit 10.5 to Registrants Current Report on 8-K (File No. 814-01074) filed on October 23, 2017)

 10.17

 Amended and Restated Master Confirmation for Loan Total Return Swap Transactions, dated and effective as of April 2, 2018, by and between NexPoint Capital, Inc. and BNP Paribas (Incorporated by reference to Exhibit 10.1 to Registrants Current Report on 8-K (File No. 814-01074) filed on April 2, 2018)

 21.1*

 List of Subsidiaries of the Registrant

 31.1*

 Certifications by President pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

 31.2*

 Certifications by Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

 32.1*

 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

 *

 Filed herewith

 SIGNATURES

 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K
 to be signed on its behalf by the undersigned, thereunto duly authorized.

 NEXPOINT CAPITAL, INC.

 Date: March 31, 2025

 By:

 /s/ Frank Waterhouse

 Name:

 Frank Waterhouse

 Title:

 Treasurer, Chief Accounting Officer and Principal Financial
Officer

 KNOW ALL MEN BY THESE PRESENT, each person whose signature appears below hereby constitutes and appoints each of Frank Waterhouse and Dustin Norris as his true and lawful attorney-in-fact

 and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K
 and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact

 or their substitute or substitutes may do or cause to be done by virtue hereof.
 Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K
 has been signed by the following persons in the capacities and on the dates indicated.

 Signature

 Title

 Date

 /s/ James D. Dondero

 James D. Dondero

 President

 (Principal Executive Officer)

 /s/ Frank Waterhouse

 Frank Waterhouse

 Chief Financial Officer

 (Treasurer, Principal Accounting Officer and Principal Financial Officer)

 /s/ Dr. Bob Froehlich

 Dr. Bob Froehlich

 /s/ John Honis

 John Honis

 /s/ Ethan Powell

 Ethan K. Powell

 /s/ Bryan A. Ward

 Bryan A. Ward

 /s/ Dorrie McWhorter

 Dorrie McWhorter