10-Q

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

Yes ☐ No ☒

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

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

FOR THE QUARTERLY PERIOD ENDED June 30, 2022

☐	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

NexPoint Capital, Inc.

(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 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 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.

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of June 30, 2022, the Registrant had 9,863,444 shares of common stock, $0.001 par value, outstanding.

NexPoint Capital, Inc.

Statements of Assets and Liabilities


	June 30, 2022 (Unaudited)			December 31, 2021
Assets
Unaffiliated investments, at fair value (cost of $41,819,356 and $42,376,505, respectively)	$	43,670,720		$	47,457,661
Affiliated investments, at fair value (cost of $12,352,234 and $12,394,189, respectively)⁽¹⁾		12,797,415			12,778,650
Cash and cash equivalents		3,527,160			2,811,171
Receivable for investments sold		3,815			990,537
Dividends and interest receivable		105,804			440,404
Receivable from Adviser⁽²⁾		95,565			95,458
Prepaid expenses		7,333			13,222

Total assets		60,207,812			64,587,103


Liabilities
Payable for investments purchased		—			301,369
Payable to Adviser⁽²⁾		339,454			378,587
Accrued expenses and other liabilities		166,176			72,178
Distributions payable		887,710			896,061

Total liabilities		1,393,340			1,648,195


Commitments and contingencies⁽³⁾

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, 9,863,444 and 9,956,228 shares issued and outstanding, respectively)		9,863			9,956
Paid-in capital in excess of par		90,575,030			91,135,719
Distributable earnings (accumulated loss)		(31,770,421	)		(28,206,767	)

Total net assets	$	58,814,472		$	62,938,908

Net asset value per share of common stock	$	5.96		$	6.32

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

See Notes to Financial Statements

NexPoint Capital, Inc.

Statements of Operations

(Unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Investment income:
Interest	$	486,230		$	767,493		$	1,048,837		$	1,604,389
Interest paid-in-kind		28,068			24,965			134,779			48,649
Dividend income from unaffiliated investments		312,289			12,400			407,922			13,654
Dividend income from affiliated investments ⁽¹⁾		273,309			242,917			522,968			488,561

Total investment income		1,099,896			1,047,775			2,114,506			2,155,253

Expenses:
Investment advisory fees ⁽²⁾		282,361			304,995			581,631			608,702
Custodian and accounting service fees		77,542			76,425			154,289			152,246
Administration fees ⁽²⁾		56,734			59,201			116,335			121,740
Stock transfer fee		52,080			52,153			102,263			101,486
Audit and tax fees		40,443			41,699			79,917			96,340
Other expenses		26,147			9,261			46,377			70,754
Reports to stockholders		20,919			15,212			38,714			17,236
Legal fees		9,381			18,884			27,599			31,640
Directors’ fees ⁽²⁾		3,982			4,708			7,713			8,765

Total expenses		569,589			582,538			1,154,838			1,208,909
Expenses (waived) or recouped by the Adviser ⁽²⁾		(98,950	)		(68,919	)		(160,711	)		(132,365	)

Net expenses		470,639			513,619			994,127			1,076,544

Net investment income		629,257			534,156			1,120,379			1,078,709


Net realized and unrealized gains (losses) on investments:
Net realized gain (loss) on:
Unaffiliated investments		98,325			243,170			340,033			151,510
Affiliated investments ⁽¹⁾		—			—			(74,604	)		—
Net change in unrealized appreciation (depreciation) on:
Unaffiliated investments		(1,891,728	)		1,216,261			(3,229,792	)		1,938,889
Affiliated investments ⁽¹⁾		(1,764,135	)		1,325,838			60,720			2,424,374

Net realized and unrealized gains (losses)		(3,557,538	)		2,785,269			(2,903,643	)		4,514,773

Net increase (decrease) in net assets resulting from operations	$	(2,928,281	)	$	3,319,425		$	(1,783,264	)	$	5,593,482

Per share information - basic and diluted per common share
Net investment income:	$	0.06		$	0.05		$	0.11		$	0.10
Earnings (loss) per share:	$	(0.29	)	$	0.32		$	(0.18	)	$	0.54
Weighted average shares outstanding:		9,949,487			10,301,897			9,970,028			10,404,696

⁽¹⁾	See Note 9 for a discussion of affiliated investments.

⁽²⁾	See Note 4 for a discussion of related party transactions and arrangements.

See Notes to Financial Statements

NexPoint Capital, Inc.

Statements of Changes in Net Assets

(Unaudited)


	Common Stock
	Shares			Par Amount			Paid in Capital in Excess of Par			Distributable Earnings			Total Net Assets
Balance at March 31, 2021		10,268,218		$	10,268		$	91,038,998		$	(26,824,872	)	$	64,224,394
Increase (decrease) in net assets resulting from operations
Net investment income		—			—			—			534,156			534,156
Net realized gain (loss) on investments		—			—			—			243,170			243,170
Net change in unrealized appreciation (depreciation) on investments		—			—			—			2,542,099			2,542,099
Shareholder distributions:
Issuance of common stock		—			—			—			—			—
Repurchase of common stock		(214,460	)		(215	)		(1,368,041	)		—			(1,368,256	)
Reinvestment of common stock		53,025			53			331,353			—			331,406
Distributions to stockholders		—			—			—			(909,619	)		(909,619	)

Total increase (decrease) for the three months ended June 30, 2021		(161,435	)		(162	)		(1,036,688	)		2,409,806			1,372,956

Balance at June 30, 2021		10,106,783		$	10,107		$	90,002,309		$	(24,415,066	)	$	65,597,350

Distributions to stockholders per share		—		$	—		$	—		$	0.09		$	0.09

Balance at December 31, 2020		10,475,168		$	10,475		$	92,354,786		$	(28,174,789	)	$	64,190,472
Increase (decrease) in net assets resulting from operations
Net investment income		—			—			—			1,078,709			1,078,709
Net realized gain (loss) on investments		—			—			—			151,510			151,510
Net change in unrealized appreciation (depreciation) on investments		—			—			—			4,363,263			4,363,263
Shareholder distributions:
Issuance of common stock		—			—			—			—			—
Repurchase of common stock		(477,745	)		(478	)		(3,029,104	)		—			(3,029,582	)
Reinvestment of common stock		109,360			109			676,628			—			676,737
Distributions to stockholders		—			—			—			(1,833,759	)		(1,833,759	)

Total increase (decrease) for the six months ended June 30, 2021		(368,385	)		(369	)		(2,352,476	)		3,759,723			1,406,878

Balance at June 30, 2021		10,106,783		$	10,107		$	90,002,309		$	(24,415,066	)	$	65,597,350

Distributions to stockholders per share		—		$	—		$	—		$	0.18		$	0.18

See Notes to Financial Statements

NexPoint Capital, Inc.

Statements of Changes in Net Assets

(Unaudited)


	Common Stock
	Shares			Par Amount			Paid in Capital in Excess of Par			Distributable Earnings (Accumulated Loss)			Total Net Assets
Balance at March 31, 2022		9,918,671		$	9,919		$	90,891,788		$	(27,954,430	)	$	62,947,277
Increase (decrease) in net assets resulting from operations
Net investment income		—			—			—			629,257			629,257
Net realized gain (loss) on investments		—			—			—			98,325			98,325
Net change in unrealized appreciation (depreciation) on investments		—			—			—			(3,655,862	)		(3,655,862	)
Shareholder distributions:
Issuance of common stock		—			—			—			—			—
Repurchase of common stock		(102,662	)		(103	)		(617,924	)		—			(618,027	)
Reinvestment of common stock		47,435			47			301,165			—			301,212
Distributions to stockholders		—			—			—			(887,710	)		(887,710	)

Total increase (decrease) for the three months ended June 30, 2022		(55,227	)		(56	)		(316,759	)		(3,815,990	)		(4,132,805	)

Balance at June 30, 2022		9,863,444		$	9,863		$	90,575,029		$	(31,770,420	)	$	58,814,472

Distributions to stockholders per share		—		$	—		$	—		$	0.09		$	0.09

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		—			—			—			1,120,379			1,120,379
Net realized gain (loss) on investments		—			—			—			265,429			265,429
Net change in unrealized appreciation (depreciation) on investments		—			—			—			(3,169,072	)		(3,169,072	)
Shareholder distributions:
Issuance of common stock		—			—			—			—			—
Repurchase of common stock		(188,661	)		(189	)		(1,167,957	)		—			(1,168,146	)
Reinvestment of common stock		95,877			96			607,268			—			607,364
Distributions to stockholders		—			—			—			(1,780,390	)		(1,780,390	)

Total increase (decrease) for the six months ended June 30, 2022		(92,784	)		(93	)		(560,689	)		(3,563,654	)		(4,124,436	)

Balance at June 30, 2022		9,863,444		$	9,863		$	90,575,030		$	(31,770,421	)	$	58,814,472

Distributions to stockholders per share		—		$	—		$	—		$	0.18		$	0.18

See Notes to Financial Statements

NexPoint Capital, Inc.

Statements of Cash Flows

(Unaudited)


	Six Months Ended June 30,
	2022			2021
Cash flows provided by (used in) operating activities
Net increase (decrease) in net assets resulting from operations	$	(1,783,264	)	$	5,593,482

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		(8,146,735	)		(402,261	)
Payment-in-kind investments		(134,779	)		(48,802	)
Proceeds from sales and principal repayments of investment securities		9,314,826			7,799,355
Net realized gain (loss) on investments		(265,429	)		(151,510	)
Net change in unrealized (appreciation) depreciation on investments		3,169,072			(4,363,263	)
Amortization of premium/discount, net		(168,779	)		(496,345	)
Change in operating assets and liabilities:
(Increase) decrease in receivable for investments sold		986,722			(21,391	)
(Increase) decrease in dividends and interest receivable		334,600			(15,007	)
(Increase) decrease in receivable from Adviser		(107	)		32,623
(Increase) decrease in prepaid expenses		5,889			(5,499	)
Increase (decrease) in payable for investments purchased		(301,369	)		—
Increase (decrease) in payable to Adviser		(39,133	)		(59,341	)
Increase (decrease) in accrued expenses and other liabilities		93,998			(66,747	)

Net cash flows provided by (used in) operating activities		3,065,512			7,795,294


Cash flows provided by (used in) financing activities
Repurchase of common stock, net of payable		(1,168,146	)		(3,028,922	)
Distributions paid in cash		(1,181,377	)		(1,190,167	)

Net cash flows (used in) financing activities		(2,349,523	)		(4,219,089	)

Net increase in cash and cash equivalents		715,989			3,576,205


Cash and cash equivalents
Beginning of the period		2,811,171			729,467

End of the period	$	3,527,160		$	4,305,672


Supplemental disclosure and non-cash financing activities
Paid-in-kind interest income	$	134,779		$	48,802
Reinvestment of distributions paid	$	607,364		$	676,737
Local and excise taxes paid	$	36,574		$	34,999

See Notes to Financial Statements

NexPoint Capital, Inc.

Schedule of Investments

As of June 30, 2022

(Unaudited)


Portfolio Company⁽¹⁾⁽²⁾	Interest Rate	Base Rate Floor		Maturity Date		Principal Amount		Amortized Cost⁽³⁾		Fair Value

Senior Secured Loans – 26.5%⁽⁴⁾
Healthcare – 24.8%
Auris Luxembourg III S.a.r.l. (First Lien Term Loan)^{(5) (6) (7) (8)}	L + 375		1.83%		2/27/2026	$	1,476,539	$	1,472,199	$	1,339,959
CCS Medical, Inc (First Lien Term Loan)^{(7) (8) (9)}	13% Fixed				4/7/2026		3,000,000		2,917,930		3,000,000
CNT Holdings I Corp (Second Lien Term Loan)⁽¹⁰⁾	L + 675		1.19%		10/16/2028		1,500,000		1,493,697		1,451,250
Covenant Surgical Partners, Inc. (First Lien Delayed Draw Term Loan)	4% Fixed				7/1/2026		333,333		333,887		314,166
Covenant Surgical Partners, Inc. (First Lien Term Loan)⁽¹⁰⁾	L + 400		1.62%		7/1/2026		1,621,402		1,624,197		1,528,171
Envision Healthcare Corp. (First Lien Term Loan)⁽¹⁰⁾	L + 375		1.67%		10/10/2025		4,552,016		3,616,878		1,548,823
RxBenefits, Inc. (First Lien Term Loan)^{(5) (7) (8)}	L + 450		2.11%		12/17/2027		3,203,909		3,151,561		2,979,636
Sound Inpatient Physicians (Second Lien Term Loan)⁽¹⁰⁾	L + 675		1.67%		6/26/2026		1,555,556		1,473,265		1,456,218
Wellpath Holdings, Inc. (First Lien Term Loan)⁽⁹⁾	L + 550		1.57%		10/1/2025		989,744		984,580		968,093

											14,586,316


Telecommunication Services – 1.7%
TerreStar Corp. (First Lien Term Loan F)^(7) (8)	11% PIK				2/28/2024		182,654		182,654		181,192
TerreStar Corp. (First Lien Term Loan H)^(7) (8)	11% PIK				2/28/2024		30,446		30,446		30,203
TerreStar Corp. (First Lien Term Loan G)^(7) (8)	11% PIK				2/28/2024		32,632		32,632		32,371
TerreStar Corp. (First Lien Term Loan E)^(7) (8)	11% PIK				2/28/2024		771,526		771,526		765,354

											1,009,120


Total Senior Secured Loans											15,595,436


Asset-Backed Securities – 0.3%
Financials – 0.3%
Grayson Investor Corp.^{(6) (7) (8) (11) (12) (13)}							800		218,666		123,304
PAMCO CLO 1997-1A B^{(6) (7) (8) (11) (13) (14)}							295,435		169,875		59,349

											182,653


Total Asset-Backed Securities											182,653

Corporate Bonds – 4.9%
Healthcare – 4.4%
Hadrian Merger Sub, Inc.⁽¹¹⁾	8.500%				5/1/2026		2,728,000		2,428,516		2,597,411

Media/Telecommunications – 0.5%
iHeartCommunications, Inc.⁽⁶⁾	6.375%				5/1/2026		116,808		313,455		108,241
iHeartCommunications, Inc.⁽⁶⁾	8.375%				5/1/2027		214,073		584,792		170,578

											278,819


Total Corporate Bonds											2,876,230


						Shares

Common Stocks – 38.1%
Chemicals – 0.1%
MPM Holdings, Inc.⁽¹⁵⁾							8,500		17,000		42,500

Energy – 2.4%
Quarternorth Energy, Inc.							11,534		981,428		1,401,381

Financials – 2.8%
American Banknote Corp.^{(7) (8) (15)}							750,000		2,062,500		1,633,439

Healthcare – 0.5%
Amryt Pharma, PLC^{(6) (15) (16)}							40,000		500,000		279,600

Real Estate – 21.3%
IQHQ, Inc.^{(7) (8)}							100,000		1,500,000		2,800,000
Nexpoint Real Estate Finance, Inc.⁽¹⁷⁾							481,670		9,960,591		9,763,443

											12,563,443

See Notes to Financial Statements.

NexPoint Capital, Inc.

Schedule of Investments (continued)

As of June 30, 2022

(Unaudited)


Real Estate Investment Trust (REIT) – 2.5%
NexPoint Residential Trust, Inc. ^(6) (17)					23,409	$	725,531	$	1,463,325

Service – 0.0%
Wayne Services Legacy, Inc. ^{(7) (8) (15)}					237		253,404		5,172

Telecommunication Services – 8.5%
TerreStar Corp. ^{(7) (8) (15)}					14,035		1,599,990		5,001,793


Total Common Stocks									22,390,653


LLC Interests – 7.6%
Consumer Products – 4.9%
US Gaming, LLC ^{(7) (8) (15)}					2,000		2,000,000		2,910,987

Real Estate – 2.7%
SFR WLIF III, LLC ^{(7) (8) (17)}					451,112		451,112		423,336
NexPoint Capital REIT, LLC ^{(7) (8) (17)}					100		1,215,000		1,147,311

									1,570,647


Total LLC Interests									4,481,634

	Preferred Dividend Rate

Preferred Stocks – 18.4%
Financials – 2.6%
777 Partners, LLC		10.000	%		750		750,000		750,000
United Fidelity Bank FSB		7.000	%		1,000		1,000,000		770,000

									1,520,000

Healthcare – 15.8%
Apnimed, Inc. ^{(7) (8)}		8.000	%		135,122		1,199,993		1,199,993
Sapience Therapeutics, Inc. (Series B Preferred Shares) ^{(7) (8)}		8.000	%		1,619,048		4,080,000		4,079,999
Sapience Therapeutics, Inc. (Series B-1 Preferred Shares) ^{(7) (8)}					1,111,111		4,000,000		4,000,000

									9,279,992


Total Preferred Stocks									10,799,992

Warrants – 0.2%
Energy – 0.2%
QuarterNorth Tranche 1 ⁽¹⁵⁾				8/27/2029	5,738		16,122		55,946
QuarterNorth Tranche 2 ⁽¹⁵⁾				8/27/2029	11,051		5,175		74,594

									130,540

Media/Telecommunications – 0.0%
iHeartMedia, Inc. ^{(6) (15)}				5/1/2039	2,875		52,988		10,997


Total Warrants									141,537

Total Investments – 96.0%						$	54,171,590	$	56,468,135

Cash Equivalents – 5.7% ⁽¹⁸⁾								$	3,357,869
Other Assets & Liabilities, net – (1.7%)								$	(1,011,532	)

Net Assets – 100.0%								$	58,814,472

⁽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 one or more European banks such as the London Interbank Offered Rate (“LIBOR”) or (iii) the coupon rate. Rate shown represents the actual rate at June 30, 2022. 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 6-Month LIBOR, which at June 30, 2022 was 2.94%. The LIBOR rate used to calculate interest is the higher of the prevailing 6 month LIBOR rate in effect on the date of the semiannual reset, or the LIBOR base rate floor shown.

See Notes to Financial Statements.

NexPoint Capital, Inc.

Schedule of Investments (continued)

As of June 30, 2022

(Unaudited)

⁽⁶⁾

The investment is not a qualifying asset under Section 55 of the 1940 Act. A business development company, such as the Company, 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 5.9% of the Company’s total assets as of June 30, 2022.

⁽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⁾

Represents fair value as determined by the Company’s Board of Directors (the “Board”), or its designee in good faith, pursuant to the policies and procedures approved by the Board. The Board 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 $31,713,398 or 53.9% of net assets were fair valued under the Company’s valuation procedures as of June 30, 2022.

⁽⁹⁾	The interest rate on these investments is subject to a base rate of 3-Month LIBOR, which at June 30, 2022 was 2.29%. The LIBOR rate used to calculate interest is the higher of the prevailing 3 month LIBOR rate in effect on the date of the quarterly reset, or the LIBOR base rate floor shown.

⁽¹⁰⁾	The interest rate on these investments is subject to a base rate of 1-Month LIBOR, which at June 30, 2022 was 1.79%. The LIBOR rate used to calculate interest is the higher of the prevailing 1 month LIBOR rate in effect on the date of the monthly reset, or the LIBOR base rate floor shown.

⁽¹¹⁾	Securities exempt from registration under Rule 144A of the 1933 Act. These securities may only be resold in transactions exempt from registration to qualified institutional buyers. As of June 30, 2022, these securities amounted to $2,780,064, or 4.7% 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⁾	The issuer is in default of its payment obligation, or is in danger of default.

⁽¹⁵⁾	Non-income producing security.

⁽¹⁶⁾

Securities exempt from registration under 1933 Act and may be deemed to be “restricted securities” under the Securities Act. As of June 30, 2022, the aggregate fair value of these securities is $279,600 or 0.5% of the Company’s net assets. The acquisition dates of the restricted securities are as follows:


Investment		Acquition Date
Amryt Pharma, PLC – Common Stock		12/7/20

⁽¹⁷⁾	Represents an affiliated issuer. Assets with a total aggregate fair value of $12,797,415, or 21.8% of net assets, were affiliated with the Company as of June 30, 2022 see Note 9.

⁽¹⁸⁾	State Street U.S. Government Money Market Fund.

Glossary

^PIK	Payment-in-Kind

See Notes to Financial Statements.

NexPoint Capital, Inc.

Schedule of Investments

As of December 31, 2021


Portfolio Company⁽¹⁾⁽²⁾	Interest Rate	Base Rate Floor			Maturity Date		Principal Amount		Amortized Cost⁽³⁾		Fair Value

Senior Secured Loans – 40.1%⁽⁴⁾
Healthcare – 38.6%
Auris Luxembourg III S.a.r.l. (First Lien Term Loan)^{(5) (6)}	L + 375		0.09	%		2/27/2026	$	2,515,096	$	2,506,780	$	2,500,169
BW NHHC Holdco, Inc. (First Lien Term Loan)⁽⁷⁾	L + 500		0.16	%		5/15/2025		4,467,593		3,274,720		3,824,818
CNT Holdings I Corp (Second Lien Term Loan)⁽⁷⁾	L + 675		0.75	%		11/16/2028		1,500,000		1,493,315		1,513,125
Covenant Surgical Partners, Inc. (First Lien Delayed Draw Term Loan)	4% Fixed					7/1/2026		333,333		333,956		330,027
Covenant Surgical Partners, Inc. (First Lien Term Loan)⁽⁵⁾	L + 400		0.09	%		7/1/2026		1,629,539		1,632,667		1,613,375
Envision Healthcare Corp. (First Lien Term Loan)⁽⁵⁾	L + 375		0.09	%		10/10/2025		4,580,543		3,578,822		3,700,232
NMSC Holdings, Inc. (First Lien Term Loan)⁽⁵⁾	L + 500		1.00	%		4/19/2023		1,007,994		1,006,001		1,008,246
RxBenefits, Inc. (First Lien Term Loan)⁽⁷⁾	L + 500		5.25	%		12/17/2027		3,211,980		3,155,476		3,222,017
Sapience Therapeutics, Inc (First Lien Term Loan) ⁽⁸⁾⁽⁹⁾	8% Fixed					12/9/2023		4,000,000		4,000,000		4,000,000
Sound Inpatient Physicians (Second Lien Term Loan)⁽⁵⁾	L + 675		0.09	%		6/26/2026		1,555,556		1,464,678		1,559,444
Wellpath Holdings, Inc. (First Lien Term Loan)⁽⁵⁾	L + 550		0.09	%		10/1/2025		994,872		988,966		983,525

												24,254,978


Telecommunication Services – 1.5%
TerreStar Corp. (First Lien Term Loan E)^(8) (9)	11% PIK					2/27/2022		729,979		729,979		729,979
TerreStar Corp. (First Lien Term Loan F)^(8) (9)	11% PIK					2/28/2022		172,817		172,817		172,817
TerreStar Corp. (First Lien Term Loan G)^(8) (9)	11% PIK					2/28/2022		30,875		30,875		30,875
TerreStar Corp. (First Lien Term Loan H)^(8) (9)	11% PIK					2/28/2022		28,807		28,807		28,807

												962,478


Total Senior Secured Loans												25,217,456


Asset-Backed Securities – 0.6%
Financials – 0.6%
Grayson Investor Corp.^{(6) (8) (9) (10) (11) (12) (13)}						11/1/2021		800		218,665		304,000
PAMCO CLO 1997-1A B^{(6) (8) (9) (10) (12) (13)}								354,096		203,606		101,040

												405,040


Total Asset-Backed Securities												405,040


Corporate Bonds – 10.9%
Healthcare – 10.3%
Hadrian Merger Sub, Inc.⁽¹⁰⁾	8.500%					5/1/2026		2,728,000		2,398,666		2,819,320
Surgery Center Holdings, Inc.^(6) (10)	6.750%					7/1/2025		3,630,000		3,520,855		3,661,000

												6,480,320

Media/Telecommunications – 0.6%
iHeartCommunications, Inc.⁽⁶⁾	6.375%					5/1/2026		115,507		313,455		119,965
iHeartCommunications, Inc.⁽⁶⁾	8.375%					5/1/2027		214,073		584,792		225,981

												345,946


Total Corporate Bonds												6,826,266


							Shares

Common Stocks – 29.1%
Chemicals – 0.1%
MPM Holdings, Inc.⁽¹⁴⁾								8,500		17,000		42,500

Energy – 1.7%
Quarternorth Energy, Inc.								11,534		981,429		1,092,846

Financials – 3.5%
American Banknote Corp.^{(8) (9) (14)}								750,000		2,062,500		2,208,750

Healthcare – 0.7%
Amryt Pharma, PLC^{(6) (14) (15)}								40,000		500,000		432,000

Real Estate – 12.5%
IQHQ, Inc.^{(8) (9)}								100,000		1,500,000		1,823,000
Nexpoint Real Estate Finance, Inc.⁽¹⁶⁾								315,631		6,686,306		6,075,895

												7,898,895

See Notes to Financial Statements.

NexPoint Capital, Inc.

Schedule of Investments (continued)

As of December 31, 2021


Real Estate Investment Trust (REIT) – 3.1%
NexPoint Residential Trust, Inc. ^(6) (16)					23,173	$	707,883	$	1,942,593

Service – 0.0%
Wayne Services Legacy, Inc. ^{(8) (9) (14)}					237		253,404		5,172

Telecommunication Services – 7.5%
TerreStar Corp. ^{(8) (9) (14)}					14,035		1,599,990		4,706,357


Total Common Stocks									18,329,113


LLC Interests – 12.0%
Consumer Products – 4.5%
US Gaming, LLC ^{(8) (9) (14)}					2,000		2,000,000		2,812,212

Real Estate – 7.5%
SFR WLIF II, LLC ^{(8) (9) (16)}					3,348,888		3,348,888		3,196,246
SFR WLIF III, LLC ^{(8) (9) (16)}					1,651,112		1,651,112		1,563,916

									4,760,162


Total LLC Interests									7,572,374


	Preferred Dividend Rate

Preferred Stocks – 2.7%
Financials – 2.7%
777 Partners, LLC		10.000	%		750		750,000		750,000
United Fidelity Bank FSB		7.000	%		1,000		1,000,000		975,000

									1,725,000


Total Preferred Stocks									1,725,000


Warrants – 0.3%
Energy – 0.2%
QuarterNorth Tranche 1 ⁽¹⁴⁾				8/27/2029	5,738		16,122		48,056
QuarterNorth Tranche 2 ⁽¹⁴⁾				8/27/2029	11,051		5,175		64,002

									112,058

Healthcare – 0.0%
Gemphire Therapeutics, Inc. ^{(8) (9) (14)}				3/15/2022	4,752		—		—

Media/Telecommunications – 0.1%
iHeartMedia, Inc. ^{(6) (14)}				5/1/2039	2,875		52,987		49,004


Total Warrants									161,062

Total Investments – 95.7%						$	54,770,694	$	60,236,311

Cash Equivalents – 4.3%⁽¹⁷⁾								$	2,704,193
Other Assets & Liabilities, net – 0.0%								$	(1,596	)

Net Assets – 100.0%								$	62,938,908

⁽¹⁾

⁽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 one or more European banks such as the London Interbank Offered Rate (“LIBOR”) or (iii) the coupon rate. Rate shown represents the actual rate at December 31, 2021. 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 1-Month LIBOR, which at December 31, 2021 was 0.10%. The LIBOR rate used to calculate interest is the higher of the prevailing 1 month LIBOR rate in effect on the date of the monthly reset, or the base rate floor shown.

⁽⁶⁾

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 14.8% of the Company’s total assets as of December 31, 2021.

⁽⁷⁾	The interest rate on these investments is subject to a base rate of 3-Month LIBOR, which at December 31, 2021 was 0.21%. The LIBOR rate used to calculate interest is the higher of the prevailing 3 month LIBOR rate in effect on the date of the quarterly reset, or the base rate floor shown.

See Notes to Financial Statements.

NexPoint Capital, Inc.

Schedule of Investments (continued)

As of December 31, 2021

⁽⁸⁾

Represents fair value as determined by the Company’s Board of Directors (the “Board”), or its designee in good faith, pursuant to the policies and procedures approved by the Board. The Board 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 $21,683,171 or 34.5% of net assets were fair valued under the Company’s valuation procedures as of December 31, 2021.

⁽⁹⁾	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.

⁽¹⁰⁾	Securities exempt from registration under Rule 144A of the 1933 Act. These securities may only be resold in transactions exempt from registration to qualified institutional buyers. As of December 31, 2021, these securities amounted to $6,885,360, or 10.9% of net assets.

⁽¹¹⁾	The investment is considered to be the equity tranche of the issuer.

⁽¹²⁾	Securities of collateralized loan obligations where an affiliate of the Adviser serves as collateral manager.

⁽¹³⁾	The issuer is in default of its payment obligation, or is in danger of default.

⁽¹⁴⁾	Non-income producing security.

⁽¹⁵⁾

Securities exempt from registration under the 1933 Act and may be deemed to be “restricted securities” under the Securities Act. As of December 31, 2021, the aggregate fair value of these securities is $432,000 or 0.7% of the Company’s net assets. The acquisition dates of the restricted securities are as follows:


Investment		Acquition Date
Amryt Pharma, PLC – Common Stock		12/7/20

⁽¹⁶⁾	Represents an affiliated issuer. Assets with a total aggregate fair value of $12,778,650, or 20.3% of net assets, were affiliated with the Company as of December 31, 2021. See Note 9.

⁽¹⁷⁾	State Street U.S. Government Money Market Fund.

Glossary

^PIK	Payment-in-Kind

See Notes to Financial Statements.

NexPoint Capital, Inc.

Notes to Financial Statements (Unaudited)

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 Investment Company Act of 1940, as amended (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. In aggregate as of June 30, 2022, the Adviser controls 2,549,002 total shares of common stock (or 25.8%) of the Company, including reinvestment of dividends, for a net amount of approximately $15.2 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 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.

Note 2 — Summary of Significant Accounting Policies

Basis of Accounting

The accompanying financial statements of the Company are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Additionally, the accompanying financial statements of the Company and related financial information have been prepared pursuant to the requirements for reporting on Form 10-Q and Article 10 of Regulation S-X. The current period’s results of operations will not necessarily be indicative of results that ultimately may be achieved for the fiscal year ended December 31, 2022. The interim financial data as of June 30, 2022 and for the three and six months ended June 30, 2022 and 2021 is unaudited. In the opinion of management, the interim financial data includes all adjustments, consisting only of the normal recurring adjustments, necessary to a fair statement of the results for the interim periods.

Use of Estimates

The preparation of 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 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 Statements of Cash Flows. The cash amount shown in the Statements of Cash Flows is the amount included within the Company’s Statements of Assets and Liabilities and includes cash on hand 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 Statements of Assets and Liabilities. As of June 30, 2022 and December 31, 2021, the Company had cash and cash equivalents of $3,527,160 and $2,811,171, respectively. As of June 30, 2022 and December 31, 2021, $3,357,869 and $2,704,193 was held in the State Street U.S. Government Money Market Fund, and $169,291 and $106,978 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 Statements of Assets and Liabilities, when applicable. Securities held as collateral for securities sold short are shown on the Schedules of Investments for the Company, as applicable. As of June 30, 2022 and December 31, 2021, the Company did not 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 three and six months ended June 30, 2022, the Company recognized $0 and $0 of fee income, respectively. For the three and six months ended June 30, 2021, the Company recognized $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. Accounting Standards Codification 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.

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 Board of Directors of the Company (the “Board”) or by the Adviser, pursuant to board-approved policies and procedures. In connection with that determination, the Adviser will provide the Board with portfolio company valuations which are based on relevant inputs, including indicative dealer quotes, values of like securities, recent portfolio company financial statements and forecasts, and valuations prepared by third-party valuation services.

With respect to investments for which market quotations are not readily available, the Board and the Adviser undertake 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 Board 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 June 30, 2022, the Company held the following investments for which a sufficient level of current, reliable market quotations were not available:


Instrument	Type	Fair value
Grayson Investor Corp.	Asset-Backed Securities	$	123,304
PAMCO CLO 1997-1A B	Asset-Backed Securities		59,349
American Banknote Corp.	Common Stocks		1,633,439
IQHQ, Inc.	Common Stocks		2,800,000
TerreStar Corp.	Common Stocks		5,001,793
Wayne Services Legacy, Inc.	Common Stocks		5,172
NexPoint Capital REIT, LLC	LLC Interests		1,147,311
SFR WLIF III, LLC	LLC Interests		423,336
US Gaming, LLC	LLC Interests		2,910,987
Apnimed, Inc.	Preferred Stocks		1,199,993
Sapience Therapeutics, Inc. (Series B Preferred Shares)	Preferred Stocks		4,079,999
Sapience Therapeutics, Inc. (Series B-1 Preferred Shares)	Preferred Stocks		4,000,000
Auris Luxembourg III S.a.r.l.	Senior Secured Loans		1,339,959
CCS Medical, Inc.	Senior Secured Loans		3,000,000
RxBenefits, Inc.	Senior Secured Loans		2,979,636
TerreStar Corp.	Senior Secured Loans		181,192
TerreStar Corp.	Senior Secured Loans		30,203
TerreStar Corp.	Senior Secured Loans		32,371
TerreStar Corp.	Senior Secured Loans		765,354

As of December 31, 2021, the Company held the following investments for which a sufficient level of current, reliable market quotations were not available:


Instrument	Type	Fair value
Grayson Investor Corp.	Asset-Backed Securities	$	304,000
PAMCO CLO 1997-1A B	Asset-Backed Securities		101,040
American Banknote Corp.	Common Stocks		2,208,750
IQHQ, Inc.	Common Stocks		1,823,000
TerreStar Corp.	Common Stocks		4,706,357
Wayne Services Legacy, Inc.	Common Stocks		5,172
SFR WLIF III, LLC	LLC Interests		1,563,916
SFR WLIF II, LLC	LLC Interests		3,196,246
US Gaming, LLC	LLC Interests		2,812,212
Sapience Therapeutics, Inc	Senior Secured Loans		4,000,000
TerreStar Corp.	Senior Secured Loans		729,979
TerreStar Corp.	Senior Secured Loans		172,817
TerreStar Corp.	Senior Secured Loans		30,875
TerreStar Corp.	Senior Secured Loans		28,807
Gemphire Therapeutics, Inc.	Warrants		—

Determination of fair value involves subjective judgments and estimates. Accordingly, the notes to the Company’s 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 financial statements. Below is a description of factors that the Valuation Committee and the Board 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 Valuation Committee and the Board 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 Valuation Committee and the Board, 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 Valuation Committee and the Board 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 Valuation Committee and the Board 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 Valuation Committee and the Board 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 Valuation Committee and the Board 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 Valuation Committee and the Board review and approve the valuation determinations made with respect to these investments in a manner consistent with the Company’s valuation procedures.

As of June 30, 2022, the Company’s investments consisted of senior secured loans, asset-backed securities, common stocks, LLC interests, preferred stocks, corporate bonds, and warrants, 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 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. 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 June 30, 2022 and December 31, 2021:


	June 30, 2022
Investments	Level 1		Level 2		Level 3		Total

Assets
Senior Secured Loans
Healthcare	$	—	$	7,266,721	$	7,319,595	$	14,586,316
Telecommunication Services		—		—		1,009,120		1,009,120
Asset-Backed Securities
Financials		—		—		182,653		182,653
Corporate Bonds
Healthcare		—		2,597,411		—		2,597,411
Media/Telecommunications		—		278,819		—		278,819
Common Stocks
Chemicals		—		42,500		—		42,500
Energy		—		1,401,381		—		1,401,381
Financials		—		—		1,633,439		1,633,439
Healthcare		279,600		—		—		279,600
Real Estate		9,763,443		—		2,800,000		12,563,443
Real Estate Investment Trusts (REITs)		1,463,325		—		—		1,463,325
Service		—		—		5,172		5,172
Telecommunication Services		—		—		5,001,793		5,001,793
LLC Interests
Consumer Products		—		—		2,910,987		2,910,987
Real Estate		—		—		1,570,647		1,570,647
Preferred Stocks
Financials		—		1,520,000		—		1,520,000
Healthcare		—		—		9,279,992		9,279,992
Warrants
Energy		—		130,540		—		130,540
Media/Telecommunications		—		10,997		—		10,997

Total Assets	$	11,506,368	$	13,248,369	$	31,713,398	$	56,468,135


	December 31, 2021
Investments	Level 1		Level 2		Level 3		Total

Assets
Senior Secured Loans
Healthcare	$	—	$	20,254,978	$	4,000,000	$	24,254,978
Telecommunication Services		—		—		962,478		962,478
Asset-Backed Securities
Financials		—		—		405,040		405,040
Corporate Bonds
Healthcare		—		6,480,320		—		6,480,320
Media/Telecommunications		—		345,946		—		345,946
Common Stocks
Chemicals		—		42,500		—		42,500
Energy		—		1,092,846		—		1,092,846
Financials		—		—		2,208,750		2,208,750
Healthcare		432,000		—		—		432,000
Real Estate		6,075,895		—		1,823,000		7,898,895
Real Estate Investment Trusts (REITs)		1,942,593		—		—		1,942,593
Service		—		—		5,172		5,172
Telecommunication Services		—		—		4,706,357		4,706,357
LLC Interests
Consumer Products		—		—		2,812,212		2,812,212
Real Estate		—		—		4,760,162		4,760,162
Preferred Stocks
Financials		—		1,725,000		—		1,725,000
Warrants
Energy		—		112,058				112,058
Healthcare⁽¹⁾		—		—		—		—
Media/Telecommunications		—		49,004		—		49,004

Total Assets	$	8,450,488	$	30,102,652	$	21,683,171	$	60,236,311

⁽¹⁾	Gemphire Therapeutics, Inc. Warrants at zero value.

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 six months ended June 30, 2022.


Investments:	Balance as of December 31, 2021		Transfers into Level 3		Transfers out of Level 3		Net amortization (accretion) of premium/ (discount)		Distribution to Return Capital		Net realized gains/ (losses)			Net change in unrealized gains/ (losses)			Purchases/ PIK		(Sales and redemptions)			Balance as of June 30, 2022		Change in unrealized gain/(loss) on Level 3 securities still held at period end

Assets
Senior Secured Loans
Telecommunication Services	$	962,478	$	—	$	—	$	—	$	—	$	—		$	(8,137	)	$	54,779	$	—		$	1,009,120	$	(8,137	)
Healthcare		4,000,000		4,319,594		—		7,930		—		—			82,071			2,990,000		(4,080,000	)		7,319,595		82,071
Asset-Backed Securities
Financials		405,040		—		—		—		—		24,930			(188,656	)		—		(58,661	)		182,653		(188,656	)
Common Stocks
Financials		2,208,750		—		—		—		—		—			(575,311	)		—		—			1,633,439		(575,311	)
Real Estate		1,823,000		—		—		—		—		—			977,000			1,500,000		(1,500,000	)		2,800,000		1,300,000
Service		5,172		—		—		—		—		—			—			—		—			5,172		—
Telecommunication Services		4,706,357		—		—		—		—		—			295,436			—		—			5,001,793		295,436
LLC Interests
Consumer Products		2,812,212		—		—		—		—		—			98,775			—		—			2,910,987		98,775
Real Estate		4,760,162		—		—		—		—		(74,604	)		144,374			1,215,000		(4,474,285	)		1,570,647		(8,269	)
Preferred Stocks
Healthcare		—		—		—		—		—		—			(1	)		9,279,993		—			9,279,992		—

Total	$	21,683,171	$	4,319,594	$	—	$	7,930	$	—	$	(49,674	)	$	825,550		$	15,039,772	$	(10,112,946	)	$	31,713,398	$	995,908

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 six months ended June 30, 2021.


Investments:	Balance as of December 31, 2020		Transfers into Level 3		Transfers out of Level 3		Net amortization (accretion) of premium/ (discount)		Net realized gains/ (losses)			Net change in unrealized gains/ (losses)			Purchases/ PIK		(Sales and redemptions)			Balance as of June 31, 2021		Change in unrealized gain/(loss) on Level 3 securities still held at period end

Assets
Senior Secured Loans
Telecommunication Services	$	861,570	$	—	$	—	$	—	$	—		$	—		$	48,803	$	—		$	910,373	$	—
Asset-Backed Securities
Financials		363,767		—		—		—		—			79,959			—		—			443,726		79,959
Common Stocks
Financials		1,125,000		—		—		—		—			82,500			—		—			1,207,500		82,500
Healthcare		40,405		—		—		—		—			(40,405	)		—		—			—		(40,405	)
Real Estate		1,661,000		—		—		—		—			—			—		—			1,661,000		—
Retail		532,642		—		—		—		(515,500	)		586,525			—		(603,667	)		—		—
Service		59,183		—		—		—		—			—			—		—			59,183		—
Telecommunication Services		4,630,427		—		—		—		—			186,525			—		—			4,816,952		186,525
LLC Interests
Consumer Products		2,070,427		—		—		—		—			1,029,277			—		—			3,099,704		1,029,277
Real Estate		4,236,603		—		—		—		—			775,113			—		—			5,011,716		775,113
Real Estate Investment Trusts (REITs)		228,215		—		—		—		—			(18,100	)		—		—			210,115		(18,100	)
Warrants
Energy		—		—		—		—		—			—			53,420		—			53,420		—
Healthcare		1		—		—		—		—			—			—		—			1		—

Total	$	15,809,240	$	—	$	—	$	—	$	(515,500	)	$	2,681,394		$	102,223	$	(603,667	)	$	17,473,690	$	2,094,869

Investments designated as Level 3 may include investments valued using quotes or indications furnished by brokers which are based on models or estimates 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 investments. Determination of fair values is uncertain because it involves subjective judgments and estimates that are unobservable. Transfers from Level 2 to Level 3 are due to a decrease in market activity (e.g. frequency of trades), which resulted in a decrease of available market inputs to determine price. For the six months ended June 30, 2022, there were 2 transfers from Level 2 to Level 3 due to a decrease in market activity. For the six months ended June 30, 2021, there were no transfers from Level 2 to Level 3. Transfers from Level 3 to Level 2 and from Level 2 to Level 1 are due to an increase in market activity (e.g. frequency of trades), which resulted in an increase of available market inputs to determine price.

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 June 30, 2022 and December 31, 2021:

Investment

Fair value at
June 30, 2022

Valuation
technique

Unobservable
inputs

Range of input value(s)
(weighted average)

LLC Interests

4,481,634

Discounted Cash Flow

Multiples Analysis

Discount Rate

Multiple of EBITDA

1.49% - 5.43% (3.46%)

5.9x - 7.65x (7.125x)

Preferred Stocks

9,279,992

Transaction Indication of Value

Cost Price

N/A

Common Stocks

9,440,404

Discounted Cash Flow

Multiples Analysis

Transaction Indication of Value

Liquidation Analysis

Net Asset Value

Discount Rate

Multiple of EBITDA

Unadjusted Price/MHz-PoP

Enterprise Value ($mm)

Recovery Rate

N/A

1.49% - 15.5% (8.98%)

2.75x - 4.00x (3.37x)

$0.09 - $0.95 ($0.515)

$891

75% - 100% (94%)

$28

Senior Secured Loans

8,328,715

Discounted Cash Flow
Transaction Indication of Value

Discount Rate

Broker Quote

11.5% - 13% (12.5%)

Various

Asset-Backed Securities

182,653

Discounted Cash Flow

Discount Rate

21% - 70% (46%)

Total

31,713,398

Investment

Fair value at
December 31, 2021

Valuation
technique

Unobservable
inputs

Range of input value(s)
(weighted average)

LLC Interest

7,572,374

Discounted Cash Flow

Net Asset Value

Multiples Analysis

Discount Rate

N/A

Multiple of EBITDA

1.49% - 5.43% (3.46%)

N/A

6.3x - 8.2x (7.25x)

Common Stock

8,743,279

Discounted Cash Flow

Multiples Analysis

Transaction Indication of Value

Liquidation Analysis

Discount Rate

Multiple of EBITDA

Unadjusted Price/MHz-PoP

NAV / sh multiple

Enterprise Value ($mm)

Recovery Rate

14.5% - 16.5% (15.5%)

2.75x - 3.75x (3.25x)

$0.09 - $0.95 ($0.52)

0.75x - 1.00x (0.875x)

$841

75% - 100% (94%)

Senior Secured Loans

4,962,478

Discounted Cash Flow

Transaction Indication of Value

Discount Rate

Cost Price

11.00%

N/A

Asset-Backed Securities

405,040

Discounted Cash Flow

Third Party Indication of Value

Discount Rate

Broker Quote

21.00%

Various

Warrants

—

Black-Scholes Model

Volatility Assumption

181.3%

Total

21,683,171

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 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, price/MHz-PoP multiple, liquidity discount, discount rate, enterprise value, and transaction price. 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 bank loan securities are: discount rate and spread adjustment. Significant increases (decreases) in either 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 asset-backed securities are: discount rate and broker quote indication of value. Significant increases (decreases) in either of those inputs in isolation could result in a significantly lower (higher) fair value measurement. The significant unobservable input used in the fair value measurement of the Company’s warrant securities is: volatility assumption. Significant increases (decreases) in this input in isolation could result in a significantly lower (higher) fair value measurement.

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 six months ended June 30, 2022 and 2021, the Company did not 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 financial statement and U.S. federal income tax purposes. Payable for investments purchased and receivable for investments sold on the 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 discounts and amortization of premiums on taxable bonds, loans and asset-backed securities are computed to the call or maturity date, whichever is shorter, using the effective yield method. Withholding taxes on foreign dividends have been provided for in accordance with the Company’s understanding of the applicable country’s tax rules and rates.

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 Statements of Changes in Net Assets is presented net of selling commissions and fees for the six months ended June 30, 2022 and June 30, 2021. Selling commissions and fees of $0 and $0 were paid for the six months ended June 30, 2022 and June 30, 2021, 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 Three Months Ended June 30,					For the Six Months Ended June 30,

	2022			2021		2022			2021

Net increase (decrease) in net assets resulting from operations	$	(2,928,281	)	$	3,319,425	$	(1,783,264	)	$	5,593,482
Weighted average common shares outstanding		9,949,487			10,301,897		9,970,028			10,404,696
Earnings (loss) per common share-basic and diluted	$	(0.29	)	$	0.32	$	(0.18	)	$	0.54

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.

Recent Accounting Pronouncements

In March 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting” which provides optional exceptions for applying GAAP to contract modifications, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. ASU No. 2020-04 is elective and effective for all entities as of March 12, 2020 through December 31, 2022. The Company is currently evaluating the impact of ASU No. 2020-04. Please refer to Note 8 for additional information.

Note 3 — Investment Portfolio

The following table shows the composition of the Company’s invested assets by industry classification at fair value at June 30, 2022:


	Fair value		Percentage
Assets
Healthcare	$	26,743,319		47.4	%
Real Estate		14,134,090		25.0	%
Telecommunication Services		6,010,913		10.6	%
Financials		3,336,092		5.9	%
Consumer Products		2,910,987		5.2	%
Energy		1,531,921		2.7	%
Real Estate Investment Trusts (REITs)		1,463,325		2.6	%
Media/Telecommunications		289,816		0.5	%
Chemicals		42,500		0.1	%
Service		5,178		0.0	%

Total Assets	$	56,468,135		100.0	%

The following table shows the composition of the Company’s invested assets by industry classification at fair value at December 31, 2021:


	Fair value		Percentage
Assets
Healthcare	$	31,167,298		51.7	%
Real Estate		12,659,057		21.0	%
Telecommunication Services		5,668,835		9.4	%
Financials		4,338,790		7.2	%
Consumer Products		2,812,212		4.7	%
Real Estate Investment Trusts (REITs)		1,942,593		3.2	%
Energy		1,204,904		2.0	%
Media/Telecommunications		394,950		0.7	%
Chemicals		42,500		0.1	%
Service		5,172		0.0	%

Total Assets	$	60,236,311		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 June 30, 2022:


	Amortized Cost		Fair value		Percentage of Portfolio (at Fair Value)
Assets
Senior Secured Loans - First Lien	$	15,118,490	$	12,687,968		22.5	%
Senior Secured Loans - Second Lien		2,966,962		2,907,468		5.1	%
Asset-Backed Securities		388,541		182,653		0.3	%
Corporate Bonds		3,326,763		2,876,230		5.1	%
Common Stocks		17,600,444		22,390,653		39.7	%
LLC Interests		3,666,112		4,481,634		7.9	%
Preferred Stocks		11,029,993		10,799,992		19.1	%
Warrants		74,285		141,537		0.3	%

Total Assets	$	54,171,590	$	56,468,135		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, 2021:


	Amortized Cost		Fair value		Percentage of Portfolio (at Fair Value)
Assets
Senior Secured Loans - First Lien	$	21,439,866	$	22,144,887		36.7	%
Senior Secured Loans - Second Lien		2,957,993		3,072,569		5.1	%
Asset-Backed Securities		422,271		405,040		0.7	%
Corporate Bonds		6,817,768		6,826,266		11.3	%
Common Stocks		14,308,512		18,329,113		30.4	%
LLC Interests		7,000,000		7,572,374		12.6	%
Preferred Stocks		1,750,000		1,725,000		2.9	%
Warrants		74,284		161,062		0.3	%

Total Assets	$	54,770,694	$	60,236,311		100.0	%

The following table shows the composition of the Company’s invested assets by geographic classification at June 30, 2022:


Geography	Fair value		Percentage
Assets
Cayman Islands⁽¹⁾	$	182,653		0.3	%
Luxembourg⁽¹⁾		1,339,959		2.4	%
United Kingdom⁽¹⁾		279,600		0.5	%
United States		54,665,923		96.8	%

Total Assets	$	56,468,135		100.0	%

⁽¹⁾	Investment denominated in USD.

The following table shows the composition of the Company’s invested assets by geographic classification at December 31, 2021:


Geography	Fair value		Percentage
Assets
Cayman Islands⁽¹⁾	$	405,040		0.7	%
Great Britain⁽¹⁾		432,000		0.7	%
Luxembourg⁽¹⁾		2,500,169		4.1	%
United States		56,899,102		94.5	%

Total Assets	$	60,236,311		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 three and six months ended June 30, 2022, the Company incurred investment advisory fees payable to the Adviser of $282,361 and $581,631, respectively. For the three and six months ended June 30, 2021, the Company incurred investment advisory fees payable to the Adviser of $304,995 and $608,702, 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 three and six months ended June 30, 2022, the Company incurred $0 and recognized a reduction $0 of incentive fees on capital gains, respectively. For the three and six months ended June 30, 2021, 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 to the Adviser as of June 30, 2022.

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 three and six months ended June 30, 2022, the Company incurred administration fees payable to the Adviser of $56,734 and $116,335, respectively. For the three and six months ended June 30, 2021, the Company incurred administration fees payable to the Adviser of $59,201 and $121,740, 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 three and six months ended June 30, 2022 and June 30, 2021, 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 June 30, 2022, 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 and the Chairman of the Audit and Qualified Legal Committee each receive an additional payment of $10,000 payable in quarterly installments and allocated among each portfolio in the Fund Complex based on relative net assets. 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 RICs 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 three and six months ended June 30, 2022, the Company recorded an expense relating to director fees of $3,982 and $7,713, respectively. For the three and six months ended June 30, 2021, the Company recorded an expense relating to director fees of $4,708 and $8,765, respectively, which represents the allocation of the director fees to the Company. As of June 30, 2022, 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, 2023.

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 June 30, 2022 is $838,173. 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 fee waivers and expense reimbursements due from the Adviser as of June 30, 2022 and March 31, 2022, which may become subject to recoupment by the Adviser.


Period ended	Yearly cumulative other expense		Yearly expense limitation		Yearly cumulative expense reimbursement		Quarterly recoupable/ (recouped) amount		Recoupment eligibility expiration
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		March 31, 2025

The following table reflects the fee waivers and expense reimbursements due from the Adviser as of December 31, 2021, September 30, 2021, June 30, 2021 and March 31, 2021, which may become subject to recoupment by the Adviser.


Period ended	Yearly cumulative other expense		Yearly expense limitation		Yearly cumulative expense reimbursement		Quarterly recoupable/ (recouped) amount		Recoupment eligibility expiration
December 31, 2021	$	892,640	$	597,379	$	295,261	$	94,762		December 31, 2024
September 30, 2021	$	664,052	$	463,553	$	200,499	$	68,134		September 30, 2024
June 30, 2021	$	436,866	$	304,501	$	132,365	$	68,919		June 30, 2024
March 31, 2021	$	220,126	$	156,680	$	63,446	$	63,446		March 31, 2024

The following table reflects the fee waivers and expense reimbursements due from the Adviser as of December 31, 2020, September 30, 2020, June 30, 2020 and March 31, 2020, which may become subject to recoupment by the Adviser.


Period ended	Yearly cumulative other expense		Yearly expense limitation		Yearly cumulative expense reimbursement		Quarterly recoupable/ (recouped) amount			Recoupment eligibility expiration
December 31, 2020	$	989,447	$	639,959	$	349,488	$	101,541			December 31, 2023
September 30, 2020		687,228		439,281		247,947		94,039			September 30, 2023
June 30, 2020		445,585		291,677		153,908		(30,539	)		June 30, 2023
March 31, 2020		257,226		72,779		184,447		184,447			March 31, 2023

The following table reflects the fee waivers and expense reimbursements due from the Adviser as of December 31, 2019, September 30, 2019, June 30, 2019 and March 31, 2019, which may become subject to recoupment by the Adviser.


Period ended	Yearly cumulative other expense		Yearly expense limitation		Yearly cumulative expense reimbursement		Quarterly recoupable/ (recouped) amount			Recoupment eligibility expiration
December 31, 2019	$	1,098,789	$	951,520	$	147,269	$	50,130			December 31, 2022
September 30, 2019		849,345		752,206		97,139		(17,417	)		September 30, 2022
June 30, 2019		586,411		471,855		114,556		—			Expired
March 31, 2019		295,177		256,213		38,964		—			Expired

During the three and six months ended June 30, 2022, $75,592 and $114,556, respectively, 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 three and six months ended June 30, 2022 and June 30, 2021, the Adviser did not 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 net asset value (“NAV”) as of June 30, 2022 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 June 30, 2022 and December 31, 2021, $95,565 and $95,458 were owed from the Adviser to the Company, respectively, largely related to the expense limitation agreement.

As of June 30, 2022 and December 31, 2021, the Company owed $339,454 and $378,587, 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 Financial Highlights table excludes these adjustments.

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 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 Statements of Operations. During the six months ended June 30, 2022 and June 30, 2021, the Company did not incur any interest or penalties. 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.

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 second quarter of 2022 from May 21, 2022, until expiration of June 21, 2022 at 4:00 p.m. New York City time, during which the Company offered to purchase for cash up to 2.5% of its outstanding shares of common stock. During the second quarter tender offer, 102,662 shares of the Company were tendered for repurchase, constituting approximately 1.03% of the Company’s outstanding shares.

For the six months ended June 30, 2022, 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, 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, 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 June 30, 2022.

Unfunded commitments to provide funds to portfolio companies are not recorded in the Company’s 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 June 30, 2022, 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:

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.

On July 27, 2017, the head of the United Kingdom’s Financial Conduct Authority announced a desire to phase out the use of LIBOR by the end of 2021. Please refer to “LIBOR Transition and Associated Risk” for more information.

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.

LIBOR Transition and Associated Risk

Due to manipulation allegations in 2012 and reduced activity in the financial markets that it measures, in July 2017, the Financial Conduct Authority (the “FCA”), the United Kingdom financial regulatory body, announced a desire to phase out the use of LIBOR by the end of 2021 and that it will stop encouraging banks to provide the quotations needed to sustain LIBOR. The ICE Benchmark Administration Limited, the administrator of LIBOR, ceased publishing most LIBOR maturities, including some US LIBOR maturities, on December 31, 2021, and is expected to cease publishing the remaining and most liquid US LIBOR maturities on June 30, 2023. It is expected that market participants have or will transition to the use of alternative reference or benchmark rates prior to the applicable LIBOR publication cessation date. Additionally, although regulators have encouraged the development and adoption of alternative rates, such as the Secured Overnight Financing Rate (“SOFR”), the future utilization of LIBOR or of any particular replacement rate remains uncertain.

Although the transition process away from LIBOR has become increasingly well defined in advance of the anticipated discontinuation dates, the impact on certain debt securities, derivatives and other financial instruments remains uncertain. It is expected that market participants will adopt alternative rates such as SOFR or otherwise amend financial instruments referencing LIBOR to include fallback provisions and other measures that contemplate the discontinuation of LIBOR or other similar market disruption events, but neither the effect of the transition process nor the viability of such measures is known. Further, uncertainty and risk remain regarding the willingness and ability of issuers and lenders to include alternative rates and revised provisions in new and existing contracts or instruments. To facilitate the transition of legacy derivatives contracts referencing LIBOR, the International Swaps and Derivatives Association, Inc. launched a protocol to incorporate fallback provisions. While the transition process away from LIBOR has become increasingly well defined in advance of the expected LIBOR cessation dates, there are obstacles to converting certain longer term securities and transactions to a new benchmark or benchmarks and the effectiveness of one alternative

reference rate versus multiple alternative reference rates in new or existing financial instruments and products has not been determined. Furthermore, the risks associated with the cessation of LIBOR and transition to replacement rates may be exacerbated if an orderly transition to alternative reference rates is not completed in a timely manner. Certain proposed replacement rates to LIBOR, such as SOFR, which is a broad measure of secured overnight US Treasury repo rates, are materially different from LIBOR, and changes in the applicable spread for financial instruments transitioning away from LIBOR will need to be made to accommodate the differences. Furthermore, the risks associated with the expected discontinuation of LIBOR and transition to replacement rates may be exacerbated if an orderly transition to an alternative reference rate is not completed in a timely manner. As market participants transition away from LIBOR, LIBOR’s usefulness may deteriorate and the effects could be experienced until the permanent cessation of the majority of U.S. LIBOR rates in 2023. The transition process may lead to increased volatility and illiquidity in markets that currently rely on LIBOR to determine interest rates. LIBOR’s deterioration may adversely affect the liquidity and/or market value of securities that use LIBOR as a benchmark interest rate.

Operational and Technology Risk

The risk that cyber-attacks, disruptions, or failures that affect the Funds’ service providers, counterparties, market participants, or issuers of securities held by the Funds may adversely affect the Funds and its shareholders, including by causing losses for the Funds or impairing Fund 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.

Pandemics and Associated Economic Disruption Risk

An outbreak of respiratory disease caused by a novel coronavirus was first detected in China in December 2019 and subsequently spread globally. This coronavirus has resulted and may continue to result in the closing of borders, enhanced health screenings, 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 may be short-term or may last for an extended period of time and has resulted in a substantial economic downturn. Health crises caused by outbreaks of disease, such as the coronavirus, may exacerbate other pre-existing political, social and economic risks. This outbreak, and other epidemics and pandemics that may arise in the future, could negatively affect the global economy, as well as the economies of individual countries, individual companies and the market in general in significant and unforeseen ways. For example, a widespread health crisis such as a global pandemic could cause substantial market volatility, exchange trading suspensions and closures, impact the Company’s ability to complete tender offer requests, and affect Company performance. Any such impact could adversely affect the Company’s performance, the performance of the issuers in which the Company invests, lines of credit available to the Company and may lead to losses on your investment in the Company. In addition, the increasing interconnectedness of markets around the world may result in many markets being affected by events or conditions in a single country or region or events affecting a single or small number of issuers.

The United States responded to the coronavirus pandemic and resulting economic distress with fiscal and monetary stimulus packages, including the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) passed in late March 2020. The CARES ACT provides for over $2.2 trillion in resources to small businesses, state and local governments, and individuals adversely impacted by the COVID-19 pandemic. In mid March 2020, the U.S. Federal Reserve (the “Fed”) cut interest rates to historically low levels and announced a new round of quantitative easing, including purchases of corporate and municipal government bonds. The Fed also enacted various programs to support liquidity operations and funding in the financial markets, including expanding its reverse repurchase agreement operations, which added $1.5 trillion of liquidity to the banking system; establishing swap lines with other major central banks to provide dollar funding; establishing a program to support money market funds; easing various bank capital buffers; providing funding backstops for businesses to provide bridging loans for up to four years; and providing funding to help credit flow in asset-backed securities markets. In addition, the Fed extended credit to small and medium-sized businesses. As the Fed “tapers” or reduces the amount of securities it purchases pursuant to quantitative easing, and/or if the Fed raises the federal funds rate, there is a risk that interest rates will rise, which could expose fixed-income and related markets to heightened volatility and could cause the value of a fund’s investments, and the fund’s NAV, to decline, potentially suddenly and significantly. As a result, the fund may experience high redemptions and, as a result, increased portfolio turnover, which could increase the costs that the Fund incurs and may negatively impact the fund’s performance. There is no assurance that the U.S. government’s support in response to COVID-19 economic distress will offset the adverse impact to securities in which the Funds may invest and future governmental support is not guaranteed.

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.

LIBOR is the average offered rate for various maturities of short-term loans between major international banks who are members of the British Bankers Association. LIBOR is the most common benchmark interest rate index used to make adjustments to variable-rate loans. It is used throughout global banking and financial industries to determine interest rates for a variety of financial instruments (such as debt instruments and derivatives) and borrowing arrangements. Due to manipulation allegations in 2012 and reduced activity in the financial markets that it measures, in July 2017, the Financial Conduct Authority, the United Kingdom financial regulatory body, announced a desire to phase out the use of LIBOR by the end of 2021. Please refer to “LIBOR Transition and Associated Risk” for more information.

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.

Valuation Risk

Certain of the Company’s assets are fair valued, including the Company’s investment in equity issued by TerreStar Corporation (“TerreStar”). TerreStar does not currently generate revenue and primarily derives its value from holding licenses of two wireless spectrum assets. The license with respect to one such spectrum asset was previously terminated by the FCC and subsequently restored on April 30, 2020 on a limited conditional basis. The restoration of such license requires TerreStar to meet certain deployment milestones for wireless medical telemetry service (“WMTS”) during a 39-month period. Upon satisfaction of the deployment milestones, TerreStar will be able use such spectrum for other services besides WMTS as long as those services do not interfere with WMTS and TerreStar continues to provide WMTS.

If TerreStar is unsuccessful in satisfying such deployment milestones, or if other services cannot be implemented in a manner that does not interfere with WMTS, the value of the TerreStar equity would likely be materially negatively impacted. In determining the fair value of TerreStar, the Adviser has assigned a high probability of success on both conditions based on consultation with the company and its consultants.

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 June 30, 2022:


Affiliated investments	Shares at December 31, 2021		Fair value as of December 31, 2021		Transfers in (at cost)		Purchases		Sales			Realized gains (losses)			Change in unrealized appreciation (depreciation)			Fair value as of June 30, 2022		Shares at June 30, 2022		Affiliated Dividend income
NexPoint Residential Trust, Inc.		23,173	$	1,942,593	$	—	$	17,648	$	—		$	—		$	(496,916	)	$	1,463,325		23,409	$	17,726

NexPoint Capital REIT, LLC		—		—		—		1,215,000		—			—			(67,689	)		1,147,311		100		—

NexPoint Real Estate Finance, Inc.		315,631		6,075,895		—		3,274,285		—			—			413,263			9,763,443		481,670		481,669

SFR WLIF III, LLC		1,651,112		1,563,916		—		—		(1,200,000	)		—			59,420			423,336		451,112		23,573

SFR WLIF II, LLC		3,348,888		3,196,246		—		1		(3,274,285	)⁽¹⁾		(74,604	)		152,642			—		—		—

Total affiliated investments		5,338,804	$	12,778,650	$	—	$	4,506,934	$	(4,474285	)	$	(74,604	)	$	60,720		$	12,797,415		956,291	$	522,968

(1)	Denotes SFR II’s LLC Interests conversion into NREF common shares.

Note 10 — Financial Highlights

Selected data for a share outstanding throughout the six months ended June 30, 2022 and June 30, 2021 is as follows:


	For the Six Months Ended June 30, 2022 (Unaudited)			For the Six Months Ended June 30, 2021 (Unaudited)
Common shares per share operating performance:
Net asset value, beginning of period	$	6.32		$	6.13
Income from investment operations:
Net investment income⁽¹⁾		0.11			0.10
Net realized and unrealized gain (loss)		(0.29	)		0.44

Total from investment operations		(0.18	)		0.54

Less distribution declared to common shareholders:
From net investment income		(0.18	)		(0.18	)

Total distributions declared to common shareholders		(0.18	)		(0.18	)

Capital share transaction
Issuance of common stock⁽²⁾		—			—
Shares tendered⁽¹⁾		—			—

Net asset value, end of period	$	5.96		$	6.49
Net asset value total return⁽³⁾⁽⁴⁾		(2.92	%)		8.93	%

Ratio and supplemental data:
Net assets, end of period (in 000’s)	$	58,814		$	65,597
Shares outstanding, end of period		9,863,444			10,106,783
Common share information at end of period:
Ratios based on weighted average net assets of common shares:
Gross operating expenses⁽⁵⁾		3.73	%		3.73	%
Fees and expenses waived or reimbursed⁽⁵⁾		(0.52	)%		(0.41	)%
Net operating expenses⁽⁵⁾		3.21	%		3.32	%
Net investment income (loss) before fees waived or reimbursed⁽⁵⁾		3.10	%		2.92	%
Net investment income (loss) after fees waived or reimbursed⁽⁵⁾		3.62	%		3.33	%
Portfolio turnover rate⁽⁴⁾		13	%		1	%
Asset coverage ratio		—	%		—	%
Weighted average commission rate paid⁽⁶⁾	$	—		$	—

⁽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 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

Effective July 12th, 2022, several teams of Skyview became dual-employees of NexPoint Services, Inc., a wholly-owned subsidiary of the Investment Adviser. The same services are being performed by the dual-employees. The Investment Adviser, and not the Funds, will compensate all Investment Adviser, Skyview, and dual-employee personnel who provide services to the Fund.

Item 2.

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 unaudited financial statements and related notes thereto included elsewhere in this quarterly report on Form 10-Q. In this report, “we,” “us” and “our” refer to NexPoint Capital, Inc.

Forward-Looking Statements

Some of the statements in this quarterly report on Form 10-Q constitute forward-looking statements because they relate to future events or our future performance or financial condition. The forward-looking statements contained in this quarterly report on Form 10-Q 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 recent outbreak of COVID-19 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;

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our use of financial leverage;

•

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

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

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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;

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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 quarterly report on Form 10-Q 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 quarterly report on Form 10-Q 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 quarterly report on Form 10-Q on information available to us on the date of this quarterly report on Form 10-Q. 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 quarterly report on

Form 10-Q are excluded from the safe harbor protection provided by Section 27A of the 1933 Act, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This quarterly report on Form 10-Q 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 Investment Company Act of 1940, as amended (the “1940 Act”). In addition, for U.S. federal income tax purposes, we have elected to be treated as a RIC 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 Investment Advisers Act of 1940, as amended. 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”), 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 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. In aggregate as of June 30, 2022, the Adviser controls 2,549,002 total shares of common stock of the Company, including reinvestment of dividends, for a net amount of approximately $15.2 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;

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costs of holding stockholder meetings;

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our fidelity bond;

•

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

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

•

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

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

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

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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 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, 2023.

Reimbursable Expenses Table

The cumulative total of fees waived by the Adviser under the Expense Limitation Agreement which are recoupable as of June 30, 2022, are $838,173. 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 2022 quarterly fee waivers and expense reimbursements due from the Adviser as of June 30, 2022, which are subject to recoupment by the Adviser.


Quarter Ended	Yearly Cumulative Other Expenses		Yearly Expense Limitation		Yearly Cumulative Expense Reimbursement		Quarterly Recoupable/ (Recouped) Amount		Recoupment Eligibility Expiration
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		March 31, 2025

The following table reflects the 2021 quarterly fee waivers and expense reimbursements due from the Adviser as of December 31, 2021, which are subject to recoupment by the Adviser.


Quarter Ended	Yearly Cumulative Other Expenses		Yearly Expense Limitation		Yearly Cumulative Expense Reimbursement		Quarterly Recoupable/ (Recouped) Amount		Recoupment Eligibility Expiration
December 31, 2021	$	892,640	$	597,379	$	295,261	$	94,762		December 31, 2024
September 30, 2021	$	664,052	$	463,553	$	200,499	$	68,134		September 30, 2024
June 30, 2021	$	436,866	$	304,501	$	132,365	$	68,919		June 30, 2024
March 31, 2021	$	220,126	$	156,680	$	63,446	$	63,446		March 31, 2024

The following table reflects the 2020 quarterly fee waivers and expense reimbursements due from the Adviser as of December 31, 2020, which are subject to recoupment by the Adviser.


Quarter Ended	Yearly Cumulative Other Expenses		Yearly Expense Limitation		Yearly Cumulative Expense Reimbursement		Quarterly Recoupable/ (Recouped) Amount			Recoupment Eligibility Expiration
December 31, 2020	$	989,447	$	639,959	$	349,488	$	101,541			December 31, 2023
September 30, 2020		687,228		439,281		247,947		94,039			September 30, 2023
June 30, 2020		445,585		291,677		153,908		(30,539	)		June 30, 2023
March 31, 2020		257,226		72,779		184,447		184,447			March 31, 2023

The following table reflects the 2019 quarterly fee waivers and expense reimbursements due from the Adviser as of December 31, 2019, September 30, 2019, June 30, 2019, and March 31, 2019, which are subject to recoupment by the Adviser.


Quarter Ended	Yearly Cumulative Other Expenses		Yearly Expense Limitation		Yearly Cumulative Expense Reimbursement		Quarterly Recoupable/ (Recouped) Amount			Recoupment Eligibility Expiration
December 31, 2019	$	1,098,789	$	951,520	$	147,269	$	50,130			December 31, 2022
September 30, 2019		849,345		752,206		97,139		(17,417	)		September 30, 2022
June 30, 2019		586,411		471,855		114,556		—			Expired
March 31, 2019		295,177		256,213		38,964		—			Expired

During the three and six months ended June 30, 2022, $75,592 and $114,566 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 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 three and six months ended June 30, 2022 and June 30, 2021:

During the six months ended June 30, 2022, we made long investments in portfolio companies and other investments totaling $8,146,735. During the same period, we generated proceeds from sales and principal repayments on long investments of $9,314,826. As of June 30, 2022, our investment portfolio, with a total fair value of $56.5 million, consisted of 38 interests in portfolio companies (calculated as a percentage of total invested assets: 22.5% in first lien senior secured loans, 5.1% in second lien senior secured loans, 5.1d% in corporate bonds, 0.3% in asset-backed securities, 0.3% in warrants, 39.7% in common stock, 19.1% in preferred stock, and 7.9% in LLC interests). On a look-through basis, the debt investments in our portfolio carry a weighted average cost price of 95.08% 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 2.71% 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 six months ended June 30, 2021, we made long investments in portfolio companies and other investments totaling $402,261. During the same period, we generated proceeds from sales and principal repayments on long investments of $7,799,355. As

of June 30, 2021, our investment portfolio, with a total fair value of $65.6 million, consisted of 41 interests in portfolio companies (calculated as a percentage of total invested assets: 48.3% in first lien senior secured loans, 7.3% in second lien senior secured loans, 10.6% in corporate bonds, 0.6% in asset-backed securities, 0.1% in warrants, 14.9% in common stock, 0.0% in preferred stock, 10.1% in LLC interests, and 8.1% in partnership units). On a look-through basis, the debt investments in our portfolio carry a weighted average cost price of 95.08% 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 5.25% 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 three and six months ended June 30, 2022, and June 30, 2021:


Net Investment Activity	For the Three Months Ended June 30, 2022			For the Six Months Ended June 30, 2022
Purchases	$	1,227,930		$	8,146,735
Payment-in-kind		28,068			134,779
Sales and Principal Repayments		(3,683,318	)		(9,314,826	)

Net Portfolio Activity	$	(2,427,320	)	$	(1,033,312	)


Net Investment Activity	For the Three Months Ended June 30, 2021			For the Six Months Ended June 30, 2021
Purchases	$	394,536		$	402,261
Payment-in-kind		25,118			48,802
Sales and Principal Repayments		(3,003,930	)		(7,799,355	)

Net Portfolio Activity	$	(2,584,276	)	$	(7,348,292	)


	For the Three Months Ended June 30, 2022					For the Six Months Ended June 30, 2022
New Investment Activity by Asset Class	Purchases		Percentage			Purchases		Percentage
Senior Secured Loans—First Lien	$	—		0.0	%	$	2,910,000		35.7	%
Senior Secured Loans—Second Lien		—		0.0	%		—		0.0	%
Corporate Bonds		—		0.0	%		—		0.0	%
Preferred Stocks		1,199,993		97.7	%		5,199,993		63.9	%
LLC Interests		15,000		1.2	%		15,000		0.2	%
Warrants		—		0.0	%		—		0.0	%
Common Stocks		12,937		1.1	%		21,742		0.2	%

Total Investment Activity	$	1,227,930		100.0	%	$	8,146,735		100.0	%


	For the Three Months Ended June 30, 2021					For the Six Months Ended June 30, 2021
New Investment Activity by Asset Class	Purchases		Percentage			Purchases		Percentage
Senior Secured Loans—First Lien	$	333,333		84.48	%	$	333,333		82.86	%
Senior Secured Loans—Second Lien		—		0.0	%		—		0.0	%
Corporate Bonds		—		0.0	%		—		0.0	%
Preferred Stocks		—		0.0	%		—		0.0	%
LLC Interests		—		0.0	%		—		0.0	%
Warrants		53,420		13.54	%		53,420		13.27	%
Common Stocks		7,783		1.98	%		15,509		3.85	%

Total Investment Activity	$	394,536		100.0	%	$	402,261		100.0	%

The following tables summarize the composition of our investment portfolio at amortized cost and fair value as of June 30, 2022, and December 31, 2021:


June 30, 2022
Portfolio Composition by Investment Type	Amortized Cost⁽¹⁾		Fair Value		Percentage of Portfolio (at fair value)
Senior Secured Loans — First Lien	$	15,118,490		12,687,967		22.5	%
Senior Secured Loans — Second Lien		2,966,962		2,907,468		5.1	%
Asset-Backed Securities		388,541		182,654		0.3	%
LLC Interests		3,666,112		4,481,634		7.9	%
Corporate Bonds		3,326,763		2,876,230		5.1	%
Common Stocks		17,600,444		22,390,653		39.7	%
Preferred Stocks		11,029,994		10,799,992		19.1	%
Warrants		74,284		141,537		0.3	%

Total Invested Assets	$	54,171,590	$	56,468,135		100.0	%

⁽¹⁾	Amortized cost represents the original cost adjusted for the amortization of premiums and/or accretion of discounts, as applicable, on investments.


December 31, 2021
Portfolio Composition by Investment Type	Amortized Cost⁽¹⁾		Fair Value		Percentage of Portfolio (at fair value)
Senior Secured Loans — First Lien	$	21,439,866	$	22,144,887		36.7	%
Senior Secured Loans — Second Lien		2,957,993		3,072,569		5.1	%
Asset-Backed Securities		422,271		405,040		0.7	%
LLC Interests		7,000,000		7,572,374		12.6	%
Corporate Bonds		6,817,768		6,826,266		11.3	%
Common Stocks		14,308,512		18,329,113		30.4	%
Preferred Stocks		1,750,000		1,725,000		2.9	%
Warrants		74,284		161,062		0.3	%

Total Invested Assets	$	54,770,694	$	60,236,311		100	%

⁽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 June 30, 2022, and December 31, 2021:


	June 30, 2022			December 31, 2021
Number of Investments		38			39
% Variable Rate (based on fair value)		74	%		63	%
% Non-Income Producing Equity or Other Investments (based on fair value)		26	%		21	%
Weighted Average Cost Price of Investments (as a % of par or stated value)		95.08	%		92.95	%
Weighted Average Credit Rating of Investments that were Rated		Caa2			Caa1
% of Fixed Income Investments on Non-Accrual (based on fair value)		0.4	%		0.3	%

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 June 30, 2022, and December 31, 2021:


	June 30, 2022					December 31, 2021
Portfolio Composition by Strategy	Fair Value		Percentage of Portfolio			Fair Value		Percentage of Portfolio
Broadly Syndicated – Private	$	6,010,913		10.6	%	$	5,668,835		9.4	%
Broadly Syndicated – Public		2,981,575		5.3	%		394,950		0.6	%
Middle-Market		44,818,887		79.4	%		53,767,486		89.3	%
Opportunistic/Other		2,656,760		4.7	%		405,040		0.7	%

Total Invested Assets	$	56,468,135		100.0	%	$	60,236,311		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 June 30, 2022, and December 31, 2021:


	June 30, 2022					December 31, 2021
Industry Classifications	Fair Value		Percentage of Portfolio			Fair Value		Percentage of Portfolio
Chemicals	$	42,500		0.1	%	$	42,500		0.1	%
Consumer Products		2,910,987		5.2	%		2,812,212		4.7	%
Energy		1,531,921		2.7	%		1,204,904		2.0	%
Financials		5,933,503		10.5	%		4,338,790		7.2	%
Healthcare		24,145,908		42.8	%		31,167,298		51.7	%
Media/Telecommunications		289,816		0.5	%		394,950		0.7	%
Real Estate Investment Trusts (REITs)		12,374,078		21.9	%		1,942,593		3.2	%
Real Estate		3,223,337		5.7	%		12,659,057		21.0	%
Service		5,172		0.0	%		5,172		0.0	%
Telecommunication Services		6,010,913		10.6	%		5,668,835		9.4	%

Total Invested Assets	$	56,468,135		100.0	%	$	60,236,311		100.0	%

As of June 30, 2022, the Company was an “affiliated person,” as defined in the 1940 Act, of NexPoint Real Estate Finance, Inc., NexPoint Capital, REIT, SFR WLIF III, 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 June 30, 2022, and December 31, 2021, 45.1% and 51.7% (based on fair value), respectively, of our portfolio consisted of healthcare related and opportunistic investments. Information regarding these investments is provided below. 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 June 30, 2022, we held preferred shares of Sapience Therapeutics, Inc. with an aggregate fair value of $8.1 million. We did not hold preferred shares as of December 31, 2021 but held convertible promissory notes with an aggregate fair value of $4 million which converted in 2022. 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 June 30, 2022, we held first lien senior secured loans of CCS Medical, Inc. with an aggregate fair value of $3.0 million. We did not hold any such investments as of December 31, 2021. 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.

RXBenefits, Inc.: As of June 30, 2022, and December 31, 2021, we held first lien senior secured loans of RXBenefits, Inc. with an aggregate fair value of $3.0 million and $3.2 million, respectively. RXBenefits, Inc. is a pharmacy benefits optimization platform that serves primarily the small and mid-sized employer market and provides a more curated and competitive pharmacy benefits marketplace for its employer customer base.

Hadrian Merger Sub, Inc.: As of June 30, 2022, and December 31, 2021, we held corporate bonds of Hadrian Merger Sub, Inc. with an aggregate fair value of $2.6 million and $2.8 million, respectively. Hadrian Merger Sub, Inc’s parent, Heartland Dental is a leading dental support organization in the United States and provides non-clinical administrative support services. As of June 30, 2022, the company supported more than 2,400 doctors in more than 1,600 supported dental offices across 38 states.

Envision Healthcare Corp.: As of June 30, 2022, and December 31, 2021, we held first lien senior secured loans of Envision Healthcare Corp. with an aggregate fair value of $1.6 million and $3.7 million, respectively. Envision Healthcare Corporation is a nationwide provider of healthcare clinical solutions, including physician-led services, ambulatory services, and post-acute services, in addition to being one of the largest owner and operator of ambulatory surgery centers. As of June 30, 2022, the company delivered physician services to nearly 2,000 clinical departments in healthcare facilities in 43 states through a 25,000 physician and other healthcare professional employee team. In addition, the company operated more than 250 ambulatory surgery centers in 34 states with approximately 2,000 physician partners and 1,000 other affiliated physicians.

Results of Operations for the three and six months ended June 30, 2022, and June 30, 2021

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 LIBOR. 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 Markit Partners, 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.

Our CLO equity pays quarterly dividends based on excess cash flow available after the CLO’s payment “waterfall” provisions. Both Grayson and PAMCO CLOs are past their respective investment periods, and as a result, excess cash flow is expected to decline over time. We, therefore, expect that the quarterly dividends paid by the investments will similarly decline.

Expenses

For the three and six months ended June 30, 2022, we had total net operating expenses of $470,639 or $0.05 per share and $994,127 or $0.10 per share, respectively. For the three and six months ended June 30, 2021, we had total net operating expenses of $513,619 or $0.05 and $1,076,544 or $0.10 per share, respectively per share. Base management fees attributed to the Adviser were $282,361 and $581,631 for the three and six months ended June 30, 2022. Base management fees attributed to the Adviser were $304,995 and $608,702 for the three and six months ended June 30, 2021. Our expenses include administrative services expenses attributed to the Adviser of $56,734 and $116,335 for the three and six months ended June 30, 2022, respectively. Administrative services expenses attributed to the Adviser were $59,201 and $121,740 for the three and six months ended June 30, 2021, 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.

Our other expenses subject to the Expense Limitation Agreement for three and months ended June 30, 2022, were $222,123 and $434,019, respectively, and consisted of the following:


	For the Three Months Ended June 30, 2022		For the Six Months Ended June 30, 2022
Audit and tax fees	$	40,443	$	79,917
Legal fees		9,381		27,599
Custodian and accounting service fees		77,542		154,289
Reports to stockholders		20,919		38,714
Stock transfer fee		52,080		102,263
Directors’ fees		3,982		7,713
Other expenses		17,776		23,524

Total	$	222,123	$	434,019

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

Our other expenses subject to the Expense Limitation Agreement for three and months ended June 30, 2021, were $218,342 and $478,467, respectively, and consisted of the following:


	For the Three Months Ended June 30, 2021		For the Six Months Ended June 30, 2021
Audit and tax fees	$	41,699	$	96,340
Legal fees		18,884		31,640
Custodian and accounting service fees		76,425		152,246
Reports to stockholders		15,212		17,236
Stock transfer fee		52,153		101,486
Directors’ fees		4,708		8,765
Other expenses		9,261		70,754

Total	$	218,342	$	478,467

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

Net Investment Income

We earned net investment income of $629,257 or $0.06 per share, and $1,120,379 or $0.11 per share, for the three and six months ended June 30, 2022, respectively. We earned net investment income of $534,156 or $0.05 per share, and $1,078,709 or $0.10 per share, for the three and six months ended June 30, 2021, respectively.

Net Realized Gains or Losses

We had sales or principal repayments of $3,683,318 and $9,314,826 during the three and six months ended June 30, 2022, respectively, from which we realized a net gains/(losses) of $98,325 and $265,429 respectively. We had sales or principal repayments of $3,003,930 and $7,799,355 during the three and six months ended June 30, 2021, respectively, from which we realized a net gains/(losses) of $243,170 and $151,510 respectively.

Net Change in Unrealized Appreciation (Depreciation) on Investments

For the three months ended June 30, 2022, and June 30, 2021, the net change in unrealized appreciation (depreciation) on investments totaled $(3,655,863) or $(0.35) per share, and $2,542,099 or $0.25 per share, respectively. For the six months ended June 30, 2022, and June 30, 2021, the net change in unrealized appreciation (depreciation) on investments totaled $($3,169,072) or $(0.31)

per share, and $4,363,263 or $0.42 per share, respectively. The net change in unrealized appreciation (depreciation) on our investments during the six months ended June 30, 2022, was primarily driven by the performance of Envision Healthcare Corp. The net change in unrealized appreciation (depreciation) on our investments during the six months ended June 30, 2021, was primarily driven by the performance of US Gaming, LLC. The net change in unrealized appreciation (depreciation) on our investments during the three months ended June 30, 2022, was primarily driven by the performance of Envision Healthcare Corp. The net change in unrealized appreciation (depreciation) on our investments during the three months ended June 30, 2021, was primarily driven by the performance of Fieldwood Energy 1^st Lien 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 three and six months ended June 30, 2022, and June 30, 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 June 30, 2022, would have been lower. These payments are shown in the Statement 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 six months ended June 30, 2022, and June 30, 2021, the net increase/(decrease) in net assets resulting from operations was $(1,783,264) or $(0.18) per share, and $5,593,482 or $0.54 per share, respectively.


	For the Six Months Ended June 30, 2022			For the Six Months Ended June 30, 2021
Income	$	2,114,506		$	2,155,253
Net expenses		(994,127	)		(1,076,544	)
Net realized gain/(loss)		265,429			(151,510	)
Net unrealized appreciation (depreciation)		(3,169,072	)		4,363,263
Net increase from amounts committed by affiliates		—			—

Total	$	(1,783,264	)	$	5,593,482

For the three months ended June 30, 2022, and June 30, 2021, the net increase/(decrease) in net assets resulting from operations was $(2,928,281) or $(0.29) per share, and $3,319,425 or $0.32 per share, respectively.


	For the Three Months Ended June 30, 2022			For the Three Months Ended June 30, 2021
Income	$	1,099,896		$	1,047,775
Net expenses		(470,639	)		(513,619	)
Net realized gain/(loss)		98,325			243,170
Net unrealized appreciation (depreciation)		(3,655,863	)		2,542,099
Net increase from amounts committed by affiliates		—			—

Total	$	(2,928,281	)	$	3,319,425

Financial Condition, Liquidity and Capital Resources

As of June 30, 2022, and December 31, 2021, we had cash and cash equivalents of $3,527,160 and $2,811,171, respectively. As of June 30, 2022, and December 31, 2021, $3,357,869 and $2,704,193 was held in the State Street U.S. Government Money Market Fund, and $169,291 and $106,978 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.

In aggregate as of June 30, 2022, the Adviser controls 2,549,002 total shares of common stock of the Company, including reinvestment of dividends, for a net amount of approximately $15.2 million.

The sales commissions and dealer manager fees related to the sale of our common stock were $0 and $0 for the six months ended June 30, 2022, and June 30, 2021, respectively, 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 June 30, 2022 and December 31, 2021, 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 six months ended June 30, 2022, and June 30, 2021, the Company incurred $0 and $0 of incentive fees on capital gains, respectively. 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 June 30, 2022.

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 three and six months ended June 30, 2022, and June 30, 2021, the Company did not distribute 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 so as 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 six months ended June 30, 2022, the Company made the following distributions:


Payable Date	Dividend/ Share⁽¹⁾		Total Dividend ⁽¹⁾		Dividends Reinvested
6/30/2022	$	0.090	$	887,710	$	—
3/31/2022		0.090		892,680		301,212
1/2/2022⁽²⁾		—		—		306,152

Total	$	0.180	$	1,780,390	$	607,364

¹	For the current period, there were no dividends classified as a return of capital.

²	The December 2021 Dividend was reinvested in January 2022, see total December 2021 Dividend in table below.

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


Payable Date	Dividend/ Share⁽¹⁾		Total Dividend ⁽¹⁾		Dividends Reinvested
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		331,406
1/2/2021⁽²⁾		—		—		345,331

Total	$	0.360	$	3,633,179	$	1,319,241

¹	For the current period, there were no dividends classified as a return of capital.

²	The December 2020 Dividend was reinvested in January 2021, see total December 2020 Dividend in table below.

For the year ended December 31, 2020, the Company made the following distributions:


Payable Date	Dividend/ Share⁽¹⁾		Total Dividend ⁽¹⁾		Dividends Reinvested⁽²⁾
12/31/2020⁽²⁾	$	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

¹	For the current period, there were no dividends classified as a return of capital.

²	The December 2020 Dividend was reinvested in January 2021.

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.

•

In aggregate as of June 30, 2022, the Adviser controls 2,549,002 total shares of the Company, including reinvestment of dividends, for a net amount of approximately $15.2 million.

•

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 June 30, 2022, 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.

The Board, or its designee, is responsible for determining in good faith the fair value of the portfolio investments that are not publicly traded, whose market prices are not readily available on a quarterly basis or any other situation where portfolio investments require a fair value 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 Board undertakes a multi-step valuation process each quarter, as described below:

•

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.

•

Based on this information, the Board 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 June 30, 2022, the Company held the following investments for which a sufficient level of current, reliable market quotations were not available:


Instrument	Type	Fair Value
Grayson Investor Corp.	Asset-Backed Securities	$	123,304
PAMCO CLO 1997-1A B	Asset-Backed Securities		59,350
American Banknote Corp.	Common Stocks		1,633,439
IQHQ, Inc.	Common Stocks		2,800,000
Terrestar Corp.	Common Stocks		5,001,793
Wayne Services Legacy Inc.	Common Stocks		5,172
NexPoint Capital REIT, LLC	LLC Interests		1,147,311
SFR WLIF III, LLC	LLC Interests		423,336
US GAMING LLC	LLC Interests		2,910,986
Apnimed, Inc.	Preferred Stocks		1,199,993
Sapience Therapeutics, Inc.	Preferred Stocks		4,079,999
Sapience Therapeutics, Inc.	Preferred Stocks		4,000,000
Auris Luxembourg III S.a.r.l.	Senior Secured Loans		1,339,959
CCS Medical, Inc.	Senior Secured Loans		3,000,000
RX Benefits, Inc.	Senior Secured Loans		1,339,959
Terrestar Corp.	Senior Secured Loans		2,979,636
Terrestar Corp.	Senior Secured Loans		181,192
Terrestar Corp.	Senior Secured Loans		32,371
Terrestar Corp.	Senior Secured Loans		30,203

As of December 31, 2021, the Company held the following investments for which a sufficient level of current, reliable market quotations were not available:


Instrument	Type	Fair Value
Grayson Investor Corp	Asset-Backed Securities	$	304,000
PAMCO CLO 1997-1A B	Asset-Backed Securities		101,040
American Banknote Corp.	Common Stocks		2,208,750
IQHQ, Inc.	Common Stocks		1,823,000
TerreStar Corp.	Common Stocks		4,706,357
Wayne Services Legacy Inc.	Common Stocks		5,172
SFR WLIF III, LLC	LLC Interests		1,563,916
SFR WLIF II, LLC	LLC Interests		3,196,246
US GAMING LLC	LLC Interests		2,812,212
Sapience Therapeutics, Inc.	Senior Secured Loans		4,000,000
TerreStar Corp.	Senior Secured Loans		729,979
TerreStar Corp.	Senior Secured Loans		172,817
TerreStar Corp.	Senior Secured Loans		30,875
TerreStar Corp.	Senior Secured Loans		28,807
Gemphire Therapeutics, Inc.	Warrants		—

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 three and six months ended June 30, 2022, and June 30, 2021, the Adviser did not incur or pay any organization costs on our behalf. For the period from our inception to June 30, 2022, the Adviser incurred and paid organization costs of $33,392 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 three and six months ended June 30, 2022, the Adviser incurred offering costs of $0 and $0, respectively, on our behalf. For the three and months ended June 30, 2021, the Adviser incurred offering costs of $0 and $0, respectively, on our behalf. For the three and six months ended June 30, 2022, the Company capitalized $0 and $0 of offering costs, respectively. For the three and six months ended June 30, 2021, the Company capitalized $0 and $0 of offering costs, respectively. Of the capitalized offering costs, $0 and $0 were amortized to expense during the three and six months ended June 30, 2022, respectively. Of the capitalized offering costs, $0 and $0 were amortized to expense during the three and six months ended June 30, 2021. As of June 30, 2022 and June 30, 2021, $0 and $0 remained on the 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 June 30, 2022, 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 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 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.

Recent Accounting Pronouncements

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

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

We are subject to financial market risks, most significantly changes in interest rates. As of June 30, 2022, 74% (based on fair value) of the investments in our portfolio had floating interest rates. These investments are usually based on a floating LIBOR 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.

In July 2017, the Financial Conduct Authority (the authority that regulates LIBOR) announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. The Alternative Reference Rates Committee (“ARRC”) has proposed the Secured Overnight Financing Rate (“SOFR”) as the recommended alternative to USD-LIBOR for use in derivatives and other financial contracts that are currently indexed to USD-LIBOR. ARRC has proposed a paced market transition plan to SOFR from USD-LIBOR and organizations are currently working on industry wide and company specific transition plans as it relates to derivatives and cash markets exposed to USD-LIBOR. We have material contracts that are indexed to USD-LIBOR and are monitoring this activity and evaluating the related risks.

In connection with the COVID-19 pandemic, the U.S. Federal Reserve and other central banks have reduced certain interest rates and LIBOR has decreased. A prolonged reduction in interest rates will reduce our gross investment income and could result in a decrease in our net investment income if such decreases in LIBOR are not offset by a corresponding increase in the spread over LIBOR that we earn on any portfolio investments, a decrease in in our operating expenses, including with respect to our income incentive fee, or a decrease in the interest rate of our floating interest rate liabilities tied to LIBOR.

Assuming that the Statement of Assets and Liabilities as of June 30, 2022 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		76,162		—		76,162
Up 100 basis points		152,325		—		152,325
Up 200 basis points		304,650		—		304,650
Up 300 basis points		456,975		—		456,975

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 4.

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.

Part II – Other Information

Item 1:

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, we are currently not a party to any pending material legal proceedings.

Item 1A:

Risk Factors.

None.

Item 2:

Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3:

Defaults Upon Senior Securities.

None.

Item 4:

Mine Safety Disclosures.

None.

Item 5:

Other Information.

None.

Item 6:

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)

10.10		Control Agreement, dated and effective as of June 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 June 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)

10.12		Committed Facility Agreement, dated and effective as of October 19, 2017, by and between NexPoint Capital, Inc. and BNP Paribas Prime Brokerage International, Ltd. (Incorporated by reference to Exhibit 10.1 to Registrants Current Report on 8-K (File No. 814-01074) filed on October 19, 2017)


Number		Description

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)

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 Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.


	NEXPOINT CAPITAL, INC.

Date: August 12, 2022	By:	/s/ James Dondero
	Name:	James Dondero
	Title:	President and Principal Executive Officer

Date: August 12, 2022	By:	/s/ Frank Waterhouse
	Name:	Frank Waterhouse
	Title:	Treasurer, Principal Accounting Officer and Principal Financial Officer

EX-31.1

Exhibit 31.1

Certification of Chief Executive Officer

of Periodic Report Pursuant to Rule 13a-14(a) and Rule 15d-14(a)

I, James Dondero, President, certify that:

1) I have reviewed this quarterly report on Form 10-Q of NexPoint Capital, Inc.;

2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4) The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15 (e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5) The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 12, 2022

/s/ James Dondero

James Dondero

President

(Principal Executive Officer)

EX-31.2

Exhibit 31.2

Certification of Chief Financial Officer

of Periodic Report Pursuant to Rule 13a-14(a) and Rule 15d-14(a)

I, Frank Waterhouse, Chief Financial Officer, certify that:

1) I have reviewed this quarterly report on Form 10-Q of NexPoint Capital, Inc.;

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 12, 2022

/s/ Frank Waterhouse

Frank Waterhouse

Treasurer, Principal Accounting Officer and Principal Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of NexPoint Capital, Inc. (the “Company”), for the three months ended June 30, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, James Dondero and Frank Waterhouse, President and Principal Financial Officer, respectively, of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to our knowledge:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

Date: August 12, 2022

/s/ James Dondero

James Dondero

President and Principal Executive Officer

/s/ Frank Waterhouse

Frank Waterhouse

Treasurer, Principal Accounting Officer and Principal Financial Officer