|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 180
DEGREE CAPITAL CORP. CONSOLIDATED SCHEDULE OF INVESTMENTS AS OF SEPTEMBER 30, 2021 (UNAUDITED) |
|
|
|
|
|
|
|
|
|
|
|
Method of
Valuation (1) |
|
Industry |
|
Shares/Principal |
|
Cost |
|
Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Investments
in Unaffiliated Securities (2) - |
|
|
|
|
|
|
|
|
|
| 51.5%
of net assets at value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Privately
Held Securities (Illiquid) - |
|
|
|
|
|
|
|
|
|
| 22.0%
of net assets at value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| AgBiome,
LLC (3)(4) |
|
|
Fertilizers
& Agricultural Chemicals |
|
|
|
|
|
|
| Develops
agricultural products that reduce risk and improve yield |
|
|
|
|
|
|
|
|
|
| Series
A-1 Convertible Preferred Units (acquired 1/30/13) |
(H)
(L3) |
|
|
|
2,000,000 |
|
|
$ |
2,000,000 |
|
|
$ |
9,563,930 |
|
| Series
A-2 Convertible Preferred Units (acquired 4/9/13-10/15/13) |
(H)
(L3) |
|
|
|
417,392 |
|
|
521,740 |
|
|
1,997,177 |
|
| Series
B Convertible Preferred Units (acquired 8/7/15) |
(H)
(L3) |
|
|
|
160,526 |
|
|
500,006 |
|
|
780,858 |
|
|
|
|
|
|
|
|
3,021,746 |
|
|
12,341,965 |
|
|
|
|
|
|
|
|
|
|
|
| AutoTech
Ventures Management I, LLC (3)(4)(5) |
|
|
Asset
Management & Custody Banks |
|
|
|
|
|
|
| Venture
capital investing in automotive-related companies |
|
|
|
|
|
|
|
|
|
| LLC
Interests (acquired 12/1/17) |
(M)
(L3) |
|
|
|
0 |
|
|
0 |
|
|
225,000 |
|
|
|
|
|
|
|
|
|
|
|
| D-Wave
Systems, Inc. (3)(4)(6)(7) |
|
|
Technology
Hardware, Storage & Peripherals |
|
|
|
|
|
|
| Develops
high-performance quantum computing systems |
|
|
|
|
|
|
|
|
|
| Class
A Convertible Preferred Stock (acquired 4/14/20) |
(H)
(L3) |
|
|
|
1,025,045.6 |
|
|
1,238,050 |
|
|
4,723,626 |
|
|
|
|
|
|
|
|
|
|
|
| Fleet
Health Alliance, LLC (3)(4)(7) |
|
|
Health
Care Technology |
|
|
|
|
|
|
| Develops
software for information transfer amongst healthcare providers and consumers |
|
|
|
|
|
|
|
|
|
| Unsecured
Convertible Bridge Note, 0%, (acquired 4/22/16, no maturity date) |
(I)
(L3) |
|
|
|
$ |
225,000 |
|
|
225,000 |
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
| Magnolia
Neurosciences Corporation (3)(4)(7) |
|
|
Pharmaceuticals |
|
|
|
|
|
|
| Develops
novel therapeutics for treatment of neurodegeneration |
|
|
|
|
|
|
|
|
|
| Series
A Convertible Preferred Stock (acquired 8/3/18) |
(I)
(L3) |
|
|
|
862,872 |
|
|
862,872 |
|
|
879,952 |
|
|
|
|
|
|
|
|
|
|
|
The
accompanying notes are an integral part of this unaudited consolidated schedule of investments.
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 180
DEGREE CAPITAL CORP. CONSOLIDATED SCHEDULE OF INVESTMENTS AS OF SEPTEMBER 30, 2021 (UNAUDITED) |
|
|
|
|
|
|
|
|
|
|
|
Method of
Valuation (1) |
|
Industry |
|
Shares/Principal |
|
Cost |
|
Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Investments
in Unaffiliated Securities (2) - |
|
|
|
|
|
|
|
|
|
| 51.5%
of net assets at value (cont.) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Privately
Held Securities (Illiquid) - |
|
|
|
|
|
|
|
|
|
| 22.0%
of net assets at value (cont.) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Nanosys,
Inc. (3)(4)(7)(8) |
|
|
Specialty
Chemicals |
|
|
|
|
|
|
| Develops
inorganic nanowires and quantum dots for use in LED-backlit devices |
|
|
|
|
|
|
|
|
|
| Series
A-1 Convertible Preferred Stock (acquired 5/22/21) |
(H)
(L3) |
|
|
|
496,572 |
|
|
$ |
496,573 |
|
|
$ |
711,021 |
|
| Series
A-2 Convertible Preferred Stock (acquired 5/22/21) |
(H)
(L3) |
|
|
|
2,232,001 |
|
|
4,500,003 |
|
|
2,897,302 |
|
|
|
|
|
|
|
|
4,996,576 |
|
|
3,608,323 |
|
|
|
|
|
|
|
|
|
|
|
| Phylagen,
Inc. (3)(4)(7) |
|
|
Research
& Consulting Services |
|
|
|
|
|
|
| Develops
technology to improve human health and business productivity |
|
|
|
|
|
|
|
|
|
| Series
A Convertible Preferred Stock (acquired 11/14/18) |
(M)
(L3) |
|
|
|
548,031 |
|
|
233,845 |
|
|
630,514 |
|
|
|
|
|
|
|
|
|
|
|
| Ravenna
Pharmaceuticals, Inc. (3)(4)(7)(9)(10) |
|
|
Pharmaceuticals |
|
|
|
|
|
|
| Holding
company for intellectual property in oncology therapeutics |
|
|
|
|
|
|
|
|
|
| Common
Stock (acquired 5/14/20-8/26/21) |
(M)
(L3) |
|
|
|
2,785,274 |
|
|
108,258 |
|
|
67,613 |
|
|
|
|
|
|
|
|
|
|
|
| Seaport
Diagnostics, Inc. (3)(4)(7)(11) |
|
|
Health
Care Technology |
|
|
|
|
|
|
| Develops
diagnostic and genetic tests |
|
|
|
|
|
|
|
|
|
| Series
1 Convertible Preferred Stock (acquired 2/5/15-8/5/15) |
(I)
(L3) |
|
|
|
1,195,315 |
|
|
500,000 |
|
|
443,811 |
|
| Series
A Convertible Preferred Stock (acquired 11/25/15-9/7/16) |
(I)
(L3) |
|
|
|
1,364,666 |
|
|
1,500,000 |
|
|
612,965 |
|
| Series
A-2 Convertible Preferred Stock (acquired 5/11/17-2/8/18) |
(I)
(L3) |
|
|
|
176,386 |
|
|
200,002 |
|
|
97,675 |
|
|
|
|
|
|
|
|
2,200,002 |
|
|
1,154,451 |
|
|
|
|
|
|
|
|
|
|
|
| Total
Unaffiliated Privately Held Securities (cost: $12,886,349) |
|
|
|
|
|
|
|
|
$ |
23,631,444 |
|
|
|
|
|
|
|
|
|
|
|
The
accompanying notes are an integral part of this unaudited consolidated schedule of investments.
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 180
DEGREE CAPITAL CORP. CONSOLIDATED SCHEDULE OF INVESTMENTS AS OF SEPTEMBER 30, 2021 (UNAUDITED) |
|
|
|
|
|
|
|
|
|
|
|
Method of
Valuation (1) |
|
Industry |
|
Shares/Principal |
|
Cost |
|
Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Investments
in Unaffiliated Securities (2) - |
|
|
|
|
|
|
|
|
|
| 51.5%
of net assets at value (cont.) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Unaffiliated
Publicly Traded Securities - |
|
|
|
|
|
|
|
|
|
| 29.5%
of net assets at value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Armstrong
Flooring, Inc. (4) |
|
|
Building
Products |
|
|
|
|
|
|
| Produces
flooring products |
|
|
|
|
|
|
|
|
|
| Common
Stock (acquired 12/22/20-9/21/21) |
(M)
(L1) |
|
|
|
562,420 |
|
|
$ |
2,590,523 |
|
|
$ |
1,760,375 |
|
|
|
|
|
|
|
|
|
|
|
| Alta
Equipment Group, Inc. (4) |
|
|
Trading
Companies & Distributors |
|
|
|
|
|
|
| Operates
as an industrial and construction equipment company |
|
|
|
|
|
|
|
|
|
| Common
Stock (acquired 2/14/20-8/6/21) |
(M)
(L1) |
|
|
|
491,845 |
|
|
3,791,791 |
|
|
6,753,032 |
|
|
|
|
|
|
|
|
|
|
|
| Enzo
Biochem, Inc. (4) |
|
|
Health
Care Services |
|
|
|
|
|
|
| Develops
health care products and provides diagnostic services |
|
|
|
|
|
|
|
|
|
| Common
Stock (acquired 1/13/21-2/23/21) |
(M)
(L1) |
|
|
|
337,842 |
|
|
1,026,264 |
|
|
1,195,961 |
|
|
|
|
|
|
|
|
|
|
|
| Everspin
Technologies, Inc. (4) |
|
|
Semiconductors |
|
|
|
|
|
|
| Develops
magnetic random access memory products |
|
|
|
|
|
|
|
|
|
| Common
Stock (acquired 1/6/21-5/17/21) |
(M)
(L1) |
|
|
|
330,347 |
|
|
1,839,474 |
|
|
2,140,649 |
|
|
|
|
|
|
|
|
|
|
|
| Lantronix,
Inc. (4) |
|
|
Communications
Equipment |
|
|
|
|
|
|
| Provides
secure data access and management solutions |
|
|
|
|
|
|
|
|
|
| Common
Stock (acquired 9/18/18-5/26/21) |
(M)
(L1) |
|
|
|
418,243 |
|
|
1,538,167 |
|
|
2,434,174 |
|
|
|
|
|
|
|
|
|
|
|
| PFSweb,
Inc. (4) |
|
|
IT
Consulting & Other Services |
|
|
|
|
|
|
| Provides
management services for ecommerce |
|
|
|
|
|
|
|
|
|
| Common
Stock (acquired 3/19/21-6/30/21) |
(M)
(L1) |
|
|
|
162,016 |
|
|
1,198,424 |
|
|
2,090,006 |
|
|
|
|
|
|
|
|
|
|
|
| comScore,
Inc. (4) |
|
|
Advertising |
|
|
|
|
|
|
| Provides
technology and services that measure audiences, brands and consumer behavior. |
|
|
|
|
|
|
|
|
|
| Common
Stock (acquired 3/15/21-9/30/21) |
(M)
(L1) |
|
|
|
1,056,425 |
|
|
3,639,448 |
|
|
4,120,058 |
|
|
|
|
|
|
|
|
|
|
|
The
accompanying notes are an integral part of this unaudited consolidated schedule of investments.
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 180
DEGREE CAPITAL CORP. CONSOLIDATED SCHEDULE OF INVESTMENTS AS OF SEPTEMBER 30, 2021 (UNAUDITED) |
|
|
|
|
|
|
|
|
|
|
|
Method of
Valuation (1) |
|
Industry |
|
Shares/Principal |
|
Cost |
|
Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Investments
in Unaffiliated Securities (2) - |
|
|
|
|
|
|
|
|
|
| 51.5%
of net assets at value (cont.) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Unaffiliated
Publicly Traded Securities - |
|
|
|
|
|
|
|
|
|
| 29.5%
of net assets at value (cont.) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Quantum
Corporation (4) |
|
|
Technology
Hardware, Storage & Peripherals |
|
|
|
|
|
|
| Provides
high-density data storage and high-speed data processing solutions |
|
|
|
|
|
|
|
|
|
| Common
Stock (acquired 2/4/19-9/22/21) |
(M)
(L1) |
|
|
|
1,565,475 |
|
|
$ |
5,461,552 |
|
|
$ |
8,109,161 |
|
|
|
|
|
|
|
|
|
|
|
| Zymergen,
Inc. (3)(4)(7)(12) |
|
|
Specialty
Chemicals |
|
|
|
|
|
|
| Provides
biomanufacturing technology and services |
|
|
|
|
|
|
|
|
|
| Common
Stock (acquired 5/17/21) |
(M)
(L3) |
|
|
|
10,735 |
|
|
360,615 |
|
|
141,380 |
|
|
|
|
|
|
|
|
|
|
|
| Miscellaneous
Common Stocks (13) |
(M)
(L1) |
|
|
|
|
|
2,868,706 |
|
|
3,003,341 |
|
|
|
|
|
|
|
|
|
|
|
| Total
Unaffiliated Publicly Traded Securities (cost: $24,314,964) |
|
|
|
|
|
|
|
|
$ |
31,748,137 |
|
|
|
|
|
|
|
|
|
|
|
| Total
Investments in Unaffiliated Securities (cost: $37,201,313) |
|
|
|
|
|
|
|
|
$ |
55,379,581 |
|
|
|
|
|
|
|
|
|
|
|
| Investments
in Non-Controlled Affiliated Securities (2) - |
|
|
|
|
|
|
|
|
|
| 33.3%
of net assets at value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Privately
Held Securities (Illiquid) - |
|
|
|
|
|
|
|
|
|
| 5.6%
of net assets at value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| EchoPixel,
Inc. (3)(4)(7) |
|
|
Health
Care Equipment |
|
|
|
|
|
|
| Develops
virtual reality 3-D visualization software for life sciences and health care applications |
|
|
|
|
|
|
|
|
|
| Series
Seed Convertible Preferred Stock (acquired 6/21/13-6/30/14) |
(I)
(L3) |
|
|
|
4,194,630 |
|
|
$ |
1,250,000 |
|
|
$ |
910,845 |
|
| Series
Seed-2 Convertible Preferred Stock (acquired 1/22/16) |
(I)
(L3) |
|
|
|
1,476,668 |
|
|
500,000 |
|
|
324,545 |
|
| Series
A-2 Convertible Preferred Stock (acquired 3/23/17) |
(I)
(L3) |
|
|
|
1,471,577 |
|
|
350,000 |
|
|
381,724 |
|
|
|
|
|
|
|
|
2,100,000 |
|
|
1,617,114 |
|
|
|
|
|
|
|
|
|
|
|
The
accompanying notes are an integral part of this unaudited consolidated schedule of investments.
4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 180
DEGREE CAPITAL CORP. CONSOLIDATED SCHEDULE OF INVESTMENTS AS OF SEPTEMBER 30, 2021 (UNAUDITED) |
|
|
|
|
|
|
|
|
|
|
|
Method of
Valuation (1) |
|
Industry |
|
Shares/Principal |
|
Cost |
|
Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Investments
in Non-Controlled Affiliated Securities (2) - |
|
|
|
|
|
|
|
|
|
| 33.3%
of net assets at value (cont.) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Privately
Held Securities (Illiquid) - |
|
|
|
|
|
|
|
|
|
| 5.6%
of net assets at value (cont.) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Essential
Health Solutions, Inc. (3)(4)(7) |
|
|
Health
Care Technology |
|
|
|
|
|
|
| Develops
software for information transfer amongst healthcare providers and consumers |
|
|
|
|
|
|
|
|
|
| Common
Stock (acquired 11/18/16) |
(I)
(L3) |
|
|
|
200,000 |
|
|
$ |
20 |
|
|
$ |
0 |
|
| Series
A Convertible Preferred Stock (acquired 11/18/16) |
(I)
(L3) |
|
|
|
2,750,000 |
|
|
2,750,000 |
|
|
24,532 |
|
| Unsecured
Convertible Bridge Note, 8%, (acquired 12/19/18, maturing 12/19/21) |
(I)
(L3) |
|
|
|
$ |
50,000 |
|
|
50,000 |
|
|
1,214 |
|
|
|
|
|
|
|
|
2,800,020 |
|
|
25,746 |
|
|
|
|
|
|
|
|
|
|
|
| HALE.life
Corporation (3)(4)(7) |
|
|
Health
Care Technology |
|
|
|
|
|
|
| Develops
a platform to facilitate precision health and medicine |
|
|
|
|
|
|
|
|
|
| Common
Stock (acquired 3/1/16) |
(I)
(L3) |
|
|
|
1,000,000 |
|
|
10 |
|
|
30,491 |
|
| Series
Seed-1 Convertible Preferred Stock (acquired 3/28/17) |
(I)
(L3) |
|
|
|
11,000,000 |
|
|
1,896,920 |
|
|
566,473 |
|
| Series
Seed-2 Convertible Preferred Stock (acquired 12/28/18) |
(I)
(L3) |
|
|
|
12,083,132 |
|
|
2,500,000 |
|
|
677,455 |
|
|
|
|
|
|
|
|
4,396,930 |
|
|
1,274,419 |
|
|
|
|
|
|
|
|
|
|
|
| TARA
Biosystems, Inc. (3)(4)(7) |
|
|
Life
Sciences Tools & Services |
|
|
|
|
|
|
| Develops
human tissue models for toxicology and drug discovery applications |
|
|
|
|
|
|
|
|
|
| Common
Stock (acquired 8/20/14) |
(I)
(L3) |
|
|
|
2,000,000 |
|
|
20 |
|
|
559,202 |
|
| Series
A Convertible Preferred Stock (acquired 3/31/17) |
(I)
(L3) |
|
|
|
6,878,572 |
|
|
2,545,493 |
|
|
2,460,595 |
|
| Series
A-2 Convertible Preferred Stock (acquired 4/18/19) |
(I)
(L3) |
|
|
|
208,577 |
|
|
100,000 |
|
|
78,331 |
|
|
|
|
|
|
|
|
2,645,513 |
|
|
3,098,128 |
|
|
|
|
|
|
|
|
|
|
|
| Total
Non-Controlled Affiliated Privately Held Securities (cost: $11,942,463) |
|
|
|
|
|
|
|
|
$ |
6,015,407 |
|
|
|
|
|
|
|
|
|
|
|
The
accompanying notes are an integral part of this unaudited consolidated schedule of investments.
5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 180
DEGREE CAPITAL CORP. CONSOLIDATED SCHEDULE OF INVESTMENTS AS OF SEPTEMBER 30, 2021 (UNAUDITED) |
|
|
|
|
|
|
|
|
|
|
|
Method of
Valuation (1) |
|
Industry |
|
Shares/Principal |
|
Cost |
|
Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Investments
in Non-Controlled Affiliated Securities (2) - |
|
|
|
|
|
|
|
|
|
| 33.3%
of net assets at value (cont.) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Non-Controlled
Affiliated Publicly Traded Securities - |
|
|
|
|
|
|
|
|
|
| 27.7%
of net assets at value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Potbelly
Corporation (4)(14) |
|
|
Restaurants |
|
|
|
|
|
|
| Operates
a chain of sandwich shops |
|
|
|
|
|
|
|
|
|
| Common
Stock (acquired 6/24/19-7/19/21) |
(M)
(L1) |
|
|
|
1,275,574 |
|
|
$ |
5,302,960 |
|
|
$ |
8,648,392 |
|
|
|
|
|
|
|
|
|
|
|
| Synalloy
Corporation (4)(14) |
|
|
Steel |
|
|
|
|
|
|
| Manufactures
metals and chemicals |
|
|
|
|
|
|
|
|
|
| Common
Stock (acquired 12/7/20-5/25/21) |
(M)
(L1) |
|
|
|
323,138 |
|
|
2,795,173 |
|
|
3,551,287 |
|
|
|
|
|
|
|
|
|
|
|
| Synchronoss
Technologies, Inc. (4)(14) |
|
|
Application
Software |
|
|
|
|
|
|
| Provides
white-label cloud storage, messaging and other digital analytic services |
|
|
|
|
|
|
|
|
|
| Common
Stock (acquired 7/17/20-9/30/21) |
(M)
(L1) |
|
|
|
3,768,509 |
|
|
10,104,224 |
|
|
9,044,422 |
|
|
|
|
|
|
|
|
|
|
|
| TheMaven,
Inc. (4)(14) |
|
|
Interactive
Media & Services |
|
|
|
|
|
|
| Provides
a shared digital publishing, advertising and distribution platform |
|
|
|
|
|
|
|
|
|
| Series
H Convertible Preferred Stock (acquired 6/27/19) (15) |
(M)
(L3) |
|
|
|
1,320 |
|
|
2,000,000 |
|
|
2,220,511 |
|
| Common
Stock (acquired 12/18/20) |
(M)
(L3) |
|
|
|
11,429,000 |
|
|
6,000,000 |
|
|
6,343,095 |
|
|
|
|
|
|
|
|
8,000,000 |
|
|
8,563,606 |
|
|
|
|
|
|
|
|
|
|
|
| Total
Non-Controlled Affiliated Publicly Traded Securities (cost: $26,202,357) |
|
|
|
|
|
|
|
|
$ |
29,807,707 |
|
|
|
|
|
|
|
|
|
|
|
| Total
Investments in Non-Controlled Affiliated Securities (cost: $38,144,820) |
|
|
|
|
|
|
|
|
$ |
35,823,114 |
|
|
|
|
|
|
|
|
|
|
|
The
accompanying notes are an integral part of this unaudited consolidated schedule of investments.
6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 180
DEGREE CAPITAL CORP. CONSOLIDATED SCHEDULE OF INVESTMENTS AS OF SEPTEMBER 30, 2021 (UNAUDITED) |
|
|
|
|
|
|
|
|
|
|
|
Method of
Valuation (1) |
|
Industry |
|
Shares/Principal |
|
Cost |
|
Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Controlled
Affiliated Privately Held Securities (2) - |
|
|
|
|
|
|
|
|
|
| 6.0%
of net assets at value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| LS180
Acquisition Holdings, LLC (3)(4) |
|
|
Specialized
Finance |
|
|
|
|
|
|
| Holding
company for Special Purpose Acquisition Company (SPAC) interests |
|
|
|
|
|
|
|
|
|
| Common
Units (acquired 4/13/21) |
(M)
(L3) |
|
|
|
1,300,000 |
|
|
$ |
13,000 |
|
|
$ |
13,000 |
|
| Unsecured
Promissory Note, 0% (acquired 5/10/21, maturing 12/31/21) |
(M)
(L3) |
|
|
|
$ |
50,000 |
|
|
50,000 |
|
|
50,000 |
|
| Unsecured
Promissory Note, 0% (acquired 9/7/21, maturing 12/31/21) |
(M)
(L3) |
|
|
|
$ |
50,000 |
|
|
50,000 |
|
|
50,000 |
|
|
|
|
|
|
|
|
113,000 |
|
|
113,000 |
|
|
|
|
|
|
|
|
|
|
|
| Parabellum
Acquisition Holdings, LLC (3)(4) |
|
|
Specialized
Finance |
|
|
|
|
|
|
| Holding
company for Special Purpose Acquisition Company (SPAC) interests |
|
|
|
|
|
|
|
|
|
| Common
Units (acquired 4/22/21) |
(M)
(L3) |
|
|
|
693,151 |
|
|
2,717,646 |
|
|
6,337,692 |
|
|
|
|
|
|
|
|
|
|
|
| Total
Controlled Affiliated Privately Held Securities (cost: $2,830,646) |
|
|
|
|
|
|
|
|
$ |
6,450,692 |
|
|
|
|
|
|
|
|
|
|
|
| Total
Investments in Privately Held Securities and Publicly Traded Securities (cost: $78,176,779) |
|
|
|
|
|
|
|
|
$ |
97,653,387 |
|
|
|
|
|
|
|
|
|
|
|
| Derivatives
- |
|
|
|
|
|
|
|
|
|
| 0.4%
of net assets at value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Unaffiliated
Derivatives (2) - |
|
|
|
|
|
|
|
|
|
| 0.1%
of net assets at value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Magnolia
Neurosciences Corporation (3)(4)(7) |
|
|
Pharmaceuticals |
|
|
|
|
|
|
| Develops
novel therapeutics for treatment of neurodegeneration |
|
|
|
|
|
|
|
|
|
| Warrants
for the Purchase of Common Stock expiring 8/3/28 (acquired 8/26/21) |
(I)
(L3) |
|
|
|
138,059 |
|
|
$ |
112,854 |
|
|
$ |
112,957 |
|
|
|
|
|
|
|
|
|
|
|
| NanoTerra,
Inc. (3)(4)(10) |
|
|
Research
& Consulting Services |
|
|
|
|
|
|
| Develops
surface chemistry and nano-manufacturing solutions |
|
|
|
|
|
|
|
|
|
| Warrants
for the Purchase of Series A-3 Preferred Stock expiring on 11/15/22 (acquired 11/15/12) |
(I)
(L3) |
|
|
|
47,508 |
|
|
35,403 |
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
The
accompanying notes are an integral part of this unaudited consolidated schedule of investments.
7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 180
DEGREE CAPITAL CORP. CONSOLIDATED SCHEDULE OF INVESTMENTS AS OF SEPTEMBER 30, 2021 (UNAUDITED) |
|
|
|
|
|
|
|
|
|
|
|
Method of
Valuation (1) |
|
Industry |
|
Shares/Principal |
|
Cost |
|
Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Derivatives
- |
|
|
|
|
|
|
|
|
|
| 0.4%
of net assets at value (cont.) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Unaffiliated
Derivatives (2) - |
|
|
|
|
|
|
|
|
|
| 0.1%
of net assets at value (cont.) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| OpGen,
Inc. (4) |
|
|
Biotechnology |
|
|
|
|
|
|
| Developing
tools for genomic sequence assembly and analysis |
|
|
|
|
|
|
|
|
|
| Warrants
for the Purchase of Common Stock expiring 2/17/25 (acquired 5/5/15) |
(I)
(L3) |
|
|
|
62 |
|
|
$ |
785 |
|
|
$ |
1 |
|
|
|
|
|
|
|
|
|
|
|
| Total
Unaffiliated Derivatives (cost: $149,042) |
|
|
|
|
|
|
|
|
$ |
112,958 |
|
|
|
|
|
|
|
|
|
|
|
| Non-Controlled
Affiliated Derivatives (2) - |
|
|
|
|
|
|
|
|
|
| 0.3%
of net assets at value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Potbelly
Corporation (4) |
|
|
Restaurants |
|
|
|
|
|
|
| Operates
a chain of sandwich shops |
|
|
|
|
|
|
|
|
|
| Warrants
for the Purchase of Common Stock expiring 2/12/26 (acquired 2/10/21) |
(I)
(L3) |
|
|
|
80,605 |
|
|
224,849 |
|
|
280,295 |
|
|
|
|
|
|
|
|
|
|
|
| Total
Non-Controlled Affiliated Derivatives (cost: $224,849) |
|
|
|
|
|
|
|
|
$ |
280,295 |
|
|
|
|
|
|
|
|
|
|
|
| Total
Derivatives (cost: $373,891) |
|
|
|
|
|
|
|
|
$ |
393,253 |
|
|
|
|
|
|
|
|
|
|
|
| Total
Investments (cost: $78,550,670) |
|
|
|
|
|
|
|
|
$ |
98,046,640 |
|
|
|
|
|
|
|
|
|
|
|
| Other
Financial Instruments (16) - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Unaffiliated
Rights to Payments (Illiquid) (2) - |
|
|
|
|
|
|
|
|
|
| 6.3%
of net assets at value |
|
|
|
|
|
|
|
|
|
|
|
|
Biotechnology |
|
|
|
|
|
|
| Rights
to Milestone Payments from Acquisition of BioVex Group, Inc. (acquired 3/4/11) (3)(4)(7)(17) |
(I)
(L3) |
|
|
|
$ |
548,998 |
|
|
$ |
548,998 |
|
|
$ |
409,418 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pharmaceuticals |
|
|
|
|
|
|
| Rights
to Milestone Payments from Acquisition of Petra Pharma Corporation (acquired 5/14/20-8/26/21) (3)(4)(7)(18) |
(I)
(L3) |
|
|
|
$ |
6,320,438 |
|
|
6,320,438 |
|
|
6,402,830 |
|
|
|
|
|
|
|
|
|
|
|
| Total
Unaffiliated Rights to Payments (cost: $6,869,436) |
|
|
|
|
|
|
|
|
$ |
6,812,248 |
|
|
|
|
|
|
|
|
|
|
|
The
accompanying notes are an integral part of this unaudited consolidated schedule of investments.
8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 180
DEGREE CAPITAL CORP. CONSOLIDATED SCHEDULE OF INVESTMENTS AS OF SEPTEMBER 30, 2021 (UNAUDITED) |
|
|
|
|
|
|
|
|
|
|
|
Method of
Valuation (1) |
|
Industry |
|
Shares/Principal |
|
Cost |
|
Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total
Investments in Privately Held Securities and Publicly Traded Securities and Derivatives and Other Financial Instruments (cost: $85,420,106) |
|
|
|
|
|
|
|
|
$ |
104,858,888 |
|
|
|
|
|
|
|
|
|
|
|
| OTHER
ASSETS (INCLUDING CASH) MINUS LIABILITIES |
|
|
|
|
|
|
|
|
$ |
2,694,374 |
|
|
|
|
|
|
|
|
|
|
|
| NET
ASSETS (equivalent to $10.37 per share based on 10,373,820 shares of common stock outstanding) |
|
|
|
|
|
|
|
|
$ |
107,553,262 |
|
|
|
|
|
|
|
|
|
|
|
The
accompanying notes are an integral part of this unaudited consolidated schedule of investments.
9
180
DEGREE CAPITAL CORP.
NOTES
TO CONSOLIDATED SCHEDULE OF INVESTMENTS AS OF SEPTEMBER 30, 2021
(UNAUDITED)
Notes
to Consolidated Schedule of Investments
(1)See
Note 1. Investment
Valuations Procedures.
(2)Investments
in unaffiliated securities consist of investments in which the Company owns less than five percent of the voting shares of the portfolio
company. Investments in non-controlled affiliated securities consist of investments in which the Company owns five percent or more, but
less than 25 percent, of the voting shares of the portfolio company, or where the Company controls one or more seats on the portfolio
company’s board of directors but do not control the company. Investments in controlled affiliated securities consist of investments
in which the Company owns 25 percent or more of the outstanding voting rights of the portfolio company or otherwise control the company,
including control of a majority of the seats on the board of directors, or more than 25 percent of the seats on the board of directors,
with no other entity or person in control of more director seats than us.
(3)The
Company is subject to legal restrictions on the sale of all or a portion of our investment(s) in this company. The total amount of restricted
securities held is $43,164,128, or 40.1 percent of net assets.
(4)Represents
a non-income producing investment. Investments that have not paid dividends or interest within the last 12 months or are on non-accrual
status for at least 12 consecutive months are considered to be non-income producing.
(5)The
Company received LLC Interests of 1.25 percent in AutoTech Ventures Management I, LLC ("AutoTech") pursuant to an Administrative
Services Agreement between us and AutoTech and due to us following the termination of a former employee of the Company. These LLC Interests
were separate from the compensation received for providing the administrative services under the agreement that were paid in cash. The
LLC interests have a capital percentage of 0 percent.
(6)The
Company initially invested in D-Wave Systems, Inc. starting in 2008 and through 2014, acquiring various classes of preferred stock. On
April 14, 2020, D-Wave Systems, Inc. reorganized as a subsidiary of a new company, DWSI Holdings, Inc. ("DWSI"). As part of the
reorganization, all of the outstanding stock of D-Wave Systems, Inc., was consolidated into a single class of preferred stock of DWSI
on a one-for-one basis. DWSI then completed a 1-for-5 reverse stock split. In January 2021, D-Wave Systems completed an amalgamation of
the reorganized business and changed its corporate name back to D-Wave Systems, Inc. The company is located and doing business primarily
in Canada.
(7)These
securities are held by the Company's wholly owned subsidiary, 180 Degree Private Holdings, LLC ("180PH"), which were transferred
from the Company to 180PH in the fourth quarter of 2020. The acquisition dates of the securities reflect the dates such securities were
obtained by the Company rather than the transfer date.
(8)The
Company invested in Nanosys, Inc. in rounds of financing that occurred in 2003, 2004 and 2005. In May 2021, Nanosys completed a restructuring
of its capitalization table that resulted in shares of Series C and Series D Preferred Stock being converted into shares of Series A-2
Preferred Stock and Series E Preferred Stock being converted into shares of Series A-1 Preferred Stock. The date of acquisition listed
reflects the date of this conversion rather than the date of our investment in the company.
(9)The
Company received shares of Ravenna Pharmaceuticals, Inc., as part of the consideration of the acquisition of Petra Pharma Corporation.
(10)Represents
a non-operating entity that exists to collect future payments from licenses or other engagements, monetize assets for future distributions
to investors and debt holders, or is in the process of shutting down and distributing remaining assets according to a liquidation waterfall.
(11)ORIG3N,
Inc., changed its name to Seaport Diagnostics, Inc. in April 2021.
(12)The
Company received shares of Zymergen, Inc., as consideration from its acquisition of Lodo Therapeutics Corporation.
The
accompanying notes are an integral part of this unaudited consolidated schedule of investments.
10
180
DEGREE CAPITAL CORP.
NOTES
TO CONSOLIDATED SCHEDULE OF INVESTMENTS AS OF SEPTEMBER 30, 2021
(UNAUDITED)
(13)The
identities of these securities have been concealed to protect the Company while it completes a purchase or selling program for these securities.
(14)The
Company is the Investment Manager of a separately managed account ("SMA") that owns shares of these portfolio companies. Under
our investment management agreement for this SMA, the Company has the right to control the votes of the securities held by the SMA. The
Company has voting ownership between 5 percent and 25 percent in these companies when the shares held by us and our SMA are aggregated.
(15)The
Company's shares of Series H Preferred Stock of TheMaven, Inc. ("MVEN") are convertible into 4,000,920 shares of common stock
at the discretion of the Company, subject to its as-converted ownership not exceeding 9.99 percent of the outstanding voting securities
of MVEN.
(16)Other
financial instruments are holdings of the Company that do not meet the definition of a security or a derivative.
(17)If
all the remaining milestones are met, the Company would receive $4,141,910. There can be no assurance as to how much of these amounts
the Company will ultimately realize or when they will be realized, if at all.
(18)If
all the remaining milestones are met, the Company would receive $86,856,147. There can be no assurance as to how much of these amounts
the Company will ultimately realize or when they will be realized, if at all.
The
accompanying notes are an integral part of this unaudited consolidated schedule of investments.
11
NOTE
1. INVESTMENT VALUATION PROCEDURES
Investments
are stated at "value" as defined in the 1940 Act and in the applicable regulations of the SEC and in accordance with GAAP. Value,
as defined in Section 2(a)(41) of the 1940 Act, is (i) the market price for those securities for which a market quotation is readily available
and (ii) the fair value as determined in good faith by, or under the direction of, the Board of Directors for all other assets. The Valuation
Committee, comprised of all of the independent Board members, is responsible for determining the valuation of the Company’s assets
within the guidelines established by the Board of Directors. The Valuation Committee receives information and recommendations from management.
An independent valuation firm also reviews select portfolio company valuations. The independent valuation firm does not provide independent
valuations. The fair values assigned to these investments are based on available information and do not necessarily represent amounts
that might ultimately be realized when that investment is sold, as such amounts depend on future circumstances and cannot reasonably be
determined until the individual investments are actually liquidated or become readily marketable. The Valuation Committee values the Company's
investment assets as of the end of each calendar quarter and as of any other time requested by the Board of Directors.
Accounting
Standards Codification Topic 820, "Fair Value Measurements," ("ASC 820") defines fair value as the price that would be
received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date
(exit price). It applies fair value terminology to all valuations whereas the 1940 Act applies market value terminology to readily marketable
assets and fair value terminology to other assets.
The
main approaches to measuring fair value utilized are the market approach, the income approach and the hybrid approach.
•Market
Approach (M):
The market approach focuses on inputs and not techniques. The market approach may use quantitative inputs such as prices and other relevant
information generated by market transactions involving identical or comparable assets or liabilities and the values of market multiples
derived from a set of comparable companies. The market approach may also use qualitative inputs such as progress toward milestones, the
long-term potential of the business, current and future financing requirements and the rights and preferences of certain securities versus
those of other securities. The selection of the relevant inputs used to derive value under the market approach requires judgment considering
factors specific to the significance and relevance of each input to deriving value.
•Income
Approach (I):
The income approach focuses on techniques and not inputs. The income approach uses valuation techniques to convert future amounts (for
example, revenue, cash flows or earnings) to a single present value amount (discounted). The measurement is based on the value indicated
by current market expectations about those future amounts. Those valuation techniques include present value techniques; option-pricing
models, such as the Black-Scholes-Merton formula (a closed-form model) and a binomial model (a lattice model), which incorporate present
value techniques; and the multi-period excess earnings method, which is used to measure the fair value of certain assets.
•Hybrid
Approach (H):
The hybrid approach uses elements of both the market approach and the income approach. The hybrid approach calculates values using the
market and income approach, individually. The resulting values are then distributed among the share classes based on probability of exit
outcomes.
ASC
Topic 820 classifies the inputs used to measure fair value by these approaches into the following hierarchy:
•Level
1 (L1):
Unadjusted quoted prices in active markets for identical assets or liabilities;
•Level
2 (L2):
Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
These include quoted prices in active markets for similar assets or liabilities, or quoted prices for identical or similar assets or liabilities
in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability, either directly or
indirectly, for substantially the full term of the financial instrument. Level 2 inputs are in those markets for which there are few transactions,
the prices are not current, little public information exists or instances where prices vary substantially over time or among brokered
market makers; and
•Level
3 (L3):
Inputs to the valuation methodology are unobservable and significant to the fair value measurement. Unobservable inputs are those inputs
that reflect our own assumptions that market participants would use to price the asset or liability based upon the best available information.
Financial
assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement
and are not necessarily an indication of risks associated with the investment.
NOTE
2. FAIR VALUE OF INVESTMENTS
At
September 30, 2021, our financial assets valued at fair value were categorized as follows in the fair value hierarchy:
|
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| |
|
Fair
Value Measurement at Reporting Date Using: |
Description |
|
Unadjusted
Quoted Prices in Active Markets for Identical Assets (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
|
September
30, 2021 |
| Privately
Held Securities: |
|
|
|
|
|
|
|
|
| Preferred
Stock |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
28,763,331 |
|
|
$ |
28,763,331 |
|
| Bridge
Notes |
|
0 |
|
|
0 |
|
|
101,214 |
|
|
101,214 |
|
| Common
Stock |
|
0 |
|
|
0 |
|
|
7,007,998 |
|
|
7,007,998 |
|
| Warrants |
|
0 |
|
|
0 |
|
|
112,957 |
|
|
112,957 |
|
| LLC
Interests |
|
0 |
|
|
0 |
|
|
225,000 |
|
|
225,000 |
|
|
|
|
|
|
|
|
|
|
| Publicly
Traded Portfolio Companies: |
|
|
|
|
|
|
|
|
| Preferred
Stock |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
2,220,511 |
|
|
$ |
2,220,511 |
|
| Common
Stock |
|
52,850,858 |
|
|
0 |
|
|
6,484,475 |
|
|
59,335,333 |
|
| Warrants |
|
0 |
|
|
0 |
|
|
280,296 |
|
|
280,296 |
|
| Total
Investments: |
|
$ |
52,850,858 |
|
|
$ |
0 |
|
|
$ |
45,195,782 |
|
|
$ |
98,046,640 |
|
|
|
|
|
|
|
|
|
|
| Other
Financial Instruments: |
|
|
|
|
|
|
|
|
| Rights
to Payments |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
6,812,248 |
|
|
$ |
6,812,248 |
|
| Total
Financial Assets: |
|
$ |
52,850,858 |
|
|
$ |
0 |
|
|
$ |
52,008,030 |
|
|
$ |
104,858,888 |
|
Significant
Unobservable Inputs
The
table below presents the valuation technique and quantitative information about the significant unobservable inputs utilized by the Company
in the fair value measurements of Level 3 assets. Unobservable inputs are those inputs for which little or no market data exists and,
therefore, require an entity to develop its own assumptions.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value
as of September 30, 2021 |
|
Valuation
Approach(es) |
|
Unobservable Input(s) |
|
Range(s) (Weighted
Average(a)) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Public
Comparable Adjustment (Including Non-Performance Risk) |
|
-17.0%
- 1.2% (-3.5%) |
|
|
|
|
|
Price
Per Share |
|
$1.53
- $5.93 ($4.21) |
|
|
|
|
|
Volatility |
|
77.3%
- 77.9% (77.8%) |
| Preferred
Stock |
$ |
20,673,914 |
|
|
Hybrid
Approach |
|
Time
to Exit / Cash Flows (Years) |
|
4.8
- 5.0 (5.0) |
|
|
|
|
|
Probability
of Achieving Independent Milestones |
|
0.0%
- 75.0% (0.0%) |
|
|
|
|
|
Price
Per Share |
|
$0.21
- $1.30 ($0.58) |
|
|
|
|
|
Public
Comparable Adjustment (Including Non-Performance Risk) |
|
-75.0%
- 0.0% (-31.7%) |
|
|
|
|
|
Volatility |
|
78.7%
- 103.4% (87.6%) |
| Preferred
Stock |
7,458,903 |
|
|
Income
Approach |
|
Time
to Exit / Cash Flows (Years) |
|
2.0
- 5.0 (4.5) |
|
|
|
|
|
Public
Comparable Adjustment (Including Non-Performance Risk) |
|
71.6%
(71.6%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount
for Lack of Marketability |
|
0.0%
(0.0%) |
| Preferred
Stock |
2,851,025 |
|
|
Market
Approach |
|
Price
Per Share |
|
$1.17
($1.17) |
| Bridge
Notes |
1,214 |
|
|
Income
Approach |
|
Estimated
Value to Cost Ratio at Payout |
|
0.00
- 0.02 (0.02) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Bridge
Notes |
100,000 |
|
|
Market
Approach |
|
Estimated
Value to Cost Ratio at Payout |
|
1.00
(1.00) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Public
Comparable Adjustment (Including Non-Performance Risk) |
|
-75.0%
- -25.0% (0.0%) |
|
|
|
|
|
Volatility |
|
81.3%
- 87.5% (81.6%) |
|
|
|
|
|
Time
to Exit (Years) |
|
5.0
(5.0) |
| Common
Stock |
589,693 |
|
|
Income
Approach |
|
Price
Per Share |
|
$0.00
- $0.48 ($0.47) |
|
|
|
|
|
Probability
of Successful SPAC Merger Transaction |
|
67%
(67%) |
|
|
|
|
|
Volatility |
|
30.0%
(30.0%) |
|
|
|
|
|
Time
to Exit/Lapse of Restrictions (Years) |
|
0.1
- 2.3 (2.2) |
|
|
|
|
|
Discount
for Lack of Marketability |
|
0.0%
- 10.3% (10.3%) |
| Common
Stock |
12,902,780 |
|
|
Market
Approach |
|
Price
Per Share |
|
$0.01
- $9.28 ($9.16) |
|
|
|
|
|
Price
Per Share |
|
$0.00
- $2.88 ($0.86) |
|
|
|
|
|
Volatility |
|
56.0%
- 117.2% (69.6%) |
| Warrants |
393,253 |
|
|
Income
Approach |
|
Time
to Exit (Years) |
|
3.4
- 6.9 (5.1) |
| LLC
Interests |
225,000 |
|
|
Market
Approach |
|
Bid/Ask
|
|
$150,000-$300,000
($225,000) |
|
|
|
|
|
Probability
of Achieving Independent Milestones |
|
3.4%
- 75.0% (45.4%) |
|
|
|
|
|
Probability
of Achieving Dependent Milestones |
|
0.0%
- 14.1% (2.1%) |
| Rights
to Payments |
6,812,248 |
|
|
Income
Approach |
|
Time
to Cash Flows (Years) |
|
0.5
- 21.3 (13.7) |
| Total |
$ |
52,008,030 |
|
|
|
|
|
|
|
(a)
Weighted average
based on fair value at September 30, 2021.
Valuation
Methodologies and Inputs for Level 3 Assets
The
following sections describe the valuation techniques and significant unobservable inputs used to measure Level 3 assets.
Preferred
Stock, Preferred Units, LLC Interests, Bridge Notes, Common Stock and Common Units
Preferred
stock, preferred units, LLC interests, bridge notes, common stock and common units are valued by either a market, income or hybrid approach
using internal models with inputs, most of which are not market observable. Common inputs for valuing Level 3 investments include prices
from recently executed private transactions in a company’s securities or unconditional firm offers, revenue multiples of comparable
publicly traded companies, merger and acquisition ("M&A") transactions consummated by comparable companies, discounts for
lack of marketability, rights and preferences of the class of securities we own as compared with other classes of securities the portfolio
company has issued, particularly related to potential liquidity scenarios of an initial public offering ("IPO") or an acquisition
transaction, estimated time to exit, volatilities of comparable publicly traded companies and management’s best estimate of risk
attributable to non-performance risk. Certain securities are valued using the present value of future cash flows.
We
may also consider changes in market values for sets of comparable companies when recent private transaction information is not available
and/or in consideration of non-performance risk. We define non-performance risk as the risk that the price per share (or implied valuation
of a portfolio company) or the effective yield of a debt security of a portfolio company, as applicable, does not appropriately represent
the risk that a portfolio company with negative cash flow will be: (a) unable to raise capital, will need to be shut down and will
not return our invested capital; or (b) able to raise capital, but at a valuation significantly lower than the implied post-money
valuation of the last round of financing. We assess non-performance risk for each private portfolio company quarterly. Our assessment
of non-performance risk typically includes an evaluation of the financial condition and operating results of the company, the company's
progress towards milestones, and the long-term potential of the business and technology of the company and how this potential may or may
not affect the value of the shares owned by us. An increase to the non-performance risk or a decrease in the private offering price of
a future round of financing from that of the most recent round would result in a lower fair value measurement and/or a change in the
distribution of value among the classes of securities we own.
Option
pricing models place a high weighting on liquidation preferences, which means that small differences in how the preferences are structured
can have a material effect on the fair value of our securities at the time of valuation and also on future valuations should additional
rounds of financing occur with senior preferences. As such, valuations calculated by option pricing models may not increase if 1) rounds
of financing occur at higher prices per share, 2) liquidation preferences include multiples on investment, 3) the amount of invested capital
is small and/or 4) liquidation preferences are senior to prior rounds of financing. Additionally, an increase in the volatility assumption
generally increases the enterprise value calculated in an option pricing model. An increase in the time to exit assumption also generally
increases the enterprise value calculated in an option pricing model. Variations in the expected time to exit or expected volatility assumptions
have a significant impact on fair value.
Bridge
notes commonly contain terms that provide for the conversion of the full amount of principal, and sometimes interest, into shares of preferred
stock at a defined price per share and/or the price per share of the next round of financing. The use of a discount for non-performance
risk in the valuation of bridge notes would indicate the potential for conversion of only a portion of the principal, plus interest when
applicable, into shares of preferred stock or the potential that a conversion event will not occur and that the likely outcome of a liquidation
of assets would result in payment of less than the remaining principal outstanding of the note. An increase in non-performance risk would
result in a lower fair value measurement.
Warrants
We
use the Black-Scholes-Merton option-pricing model to determine the fair value of warrants held in our portfolio unless there is a publicly
traded active market for such warrants or another indication of value such as a sale of the portfolio company. Option pricing models,
including the Black-Scholes-Merton model, require the use of subjective input assumptions, including expected volatility, expected life,
expected dividend rate, and expected risk-free rate of return. In the Black-Scholes-Merton model, variations in the expected volatility
or expected term assumptions have a significant impact on fair value. Because certain securities underlying the warrants in our portfolio
are not publicly traded, many of the required input assumptions are more difficult to estimate than they would be if a public market for
the underlying securities existed.
An
input to the Black-Scholes-Merton option-pricing model is the value per share of the type of stock for which the warrant is exercisable
as of the date of valuation. This input is derived according to the methodologies discussed in "Preferred Stock, Preferred Units,
LLC Interests, Bridge Notes, Common Stock and Common Units."
Rights
to Payments
Rights
to payments are valued using a probability-weighted discounted cash flow model. As part of Amgen Inc.’s acquisition of our former
portfolio company, BioVex Group, Inc., we are entitled to potential future milestone payments based upon the achievement of certain regulatory
and sales milestones. We are also entitled to future payments from the acquisition of Petra Pharma Corporation by an undisclosed acquirer
unrelated to the Company. We assign probabilities to the achievements of the various milestones. Milestones identified as independent
milestones can be achieved irrespective of the achievement of other contractual milestones. Dependent milestones are those that can only
be achieved after another, or series of other, milestones are achieved. The interest rates used in these models are observable inputs
from sources such as the published interest rates for corporate bonds of the acquiring or comparable companies.
Changes
in Valuation Approaches
During
the period ended September 30, 2021, the following changes in valuation methodology occurred since December 31, 2020:
•We
changed the valuation methodology of our securities of AgBiome, LLC, D-Wave Systems, Inc. and Nanosys, Inc., from the income approach
to the hybrid approach to reflect financing and business related inputs.
•We
changed the valuation methodology of our securities of Seaport Diagnostics, Inc., from the hybrid approach to the income approach to reflect
business related inputs.
NOTE
3. INDUSTRY DIVERSIFICATION
The following
table shows the percentage of our net assets invested by industry as of September 30, 2021.
|
|
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|
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|
|
|
|
|
|
| Industry |
Value
as of September 30, 2021 |
|
%
of Net Assets |
|
Value
as of September 30, 2021 |
|
%
of Net Assets |
| Advertising |
|
|
|
|
$ |
4,120,058 |
|
|
3.8% |
| Unaffiliated
Portfolio Companies |
$ |
4,120,058 |
|
|
3.8% |
|
|
|
|
| Non-Controlled
Affiliated Portfolio Companies |
0 |
|
|
0.0% |
|
|
|
|
| Controlled
Affiliated Portfolio Companies |
0 |
|
|
0.0% |
|
|
|
|
| Application
Software |
|
|
|
|
9,044,422 |
|
|
8.4% |
| Unaffiliated
Portfolio Companies |
0 |
|
|
0.0% |
|
|
|
|
| Non-Controlled
Affiliated Portfolio Companies |
9,044,422 |
|
|
8.4% |
|
|
|
|
| Controlled
Affiliated Portfolio Companies |
0 |
|
|
0.0% |
|
|
|
|
| Asset
Management & Custody Banks |
|
|
|
|
225,000 |
|
|
0.2% |
| Unaffiliated
Portfolio Companies |
225,000 |
|
|
0.2% |
|
|
|
|
| Non-Controlled
Affiliated Portfolio Companies |
0 |
|
0.0% |
|
|
|
|
| Controlled
Affiliated Portfolio Companies |
0 |
|
0.0% |
|
|
|
|
| Biotechnology |
|
|
|
|
409,419 |
|
|
0.4% |
| Unaffiliated
Portfolio Companies |
409,419 |
|
|
0.4% |
|
|
|
|
| Non-Controlled
Affiliated Portfolio Companies |
0 |
|
|
0.0% |
|
|
|
|
| Controlled
Affiliated Portfolio Companies |
0 |
|
|
0.0% |
|
|
|
|
| Building
Products |
|
|
|
|
1,760,375 |
|
|
1.6% |
| Unaffiliated
Portfolio Companies |
1,760,375 |
|
|
1.6% |
|
|
|
|
| Non-Controlled
Affiliated Portfolio Companies |
0 |
|
|
0.0% |
|
|
|
|
| Controlled
Affiliated Portfolio Companies |
0 |
|
|
0.0% |
|
|
|
|
| Communications
Equipment |
|
|
|
|
2,434,174 |
|
|
2.3% |
| Unaffiliated
Portfolio Companies |
2,434,174 |
|
|
2.3% |
|
|
|
|
| Non-Controlled
Affiliated Portfolio Companies |
0 |
|
0.0% |
|
|
|
|
| Controlled
Affiliated Portfolio Companies |
0 |
|
0.0% |
|
|
|
|
| Fertilizers
& Agricultural Chemicals |
|
|
|
|
12,341,965 |
|
|
11.5% |
| Unaffiliated
Portfolio Companies |
12,341,965 |
|
|
11.5% |
|
|
|
|
| Non-Controlled
Affiliated Portfolio Companies |
0 |
|
|
0.0% |
|
|
|
|
| Controlled
Affiliated Portfolio Companies |
0 |
|
|
0.0% |
|
|
|
|
| Health
Care Equipment |
|
|
|
|
1,617,114 |
|
|
1.5% |
| Unaffiliated
Portfolio Companies |
0 |
|
|
0.0% |
|
|
|
|
| Non-Controlled
Affiliated Portfolio Companies |
1,617,114 |
|
|
1.5% |
|
|
|
|
| Controlled
Affiliated Portfolio Companies |
0 |
|
|
0.0% |
|
|
|
|
| Health
Care Services |
|
|
|
|
1,195,961 |
|
|
1.1% |
| Unaffiliated
Portfolio Companies |
1,195,961 |
|
|
1.1% |
|
|
|
|
| Non-Controlled
Affiliated Portfolio Companies |
0 |
|
|
0.0% |
|
|
|
|
| Controlled
Affiliated Portfolio Companies |
0 |
|
|
0.0% |
|
|
|
|
| Health
Care Technology |
|
|
|
|
2,454,616 |
|
|
2.3% |
| Unaffiliated
Portfolio Companies |
1,154,451 |
|
|
1.1% |
|
|
|
|
| Non-Controlled
Affiliated Portfolio Companies |
1,300,165 |
|
|
1.2% |
|
|
|
|
| Controlled
Affiliated Portfolio Companies |
0 |
|
|
0.0% |
|
|
|
|
| Interactive
Media & Services |
|
|
|
|
8,563,606 |
|
|
8.0% |
| Unaffiliated
Portfolio Companies |
0 |
|
|
0.0% |
|
|
|
|
| Non-Controlled
Affiliated Portfolio Companies |
8,563,606 |
|
|
8.0% |
|
|
|
|
| Controlled
Affiliated Portfolio Companies |
0 |
|
|
0.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Industry |
Value
as of September 30, 2021 |
|
%
of Net Assets |
|
Value
as of September 30, 2021 |
|
%
of Net Assets |
| IT
Consulting & Other Services |
|
|
|
|
$ |
2,090,006 |
|
|
1.9% |
| Unaffiliated
Portfolio Companies |
$ |
2,090,006 |
|
|
1.9% |
|
|
|
|
| Non-Controlled
Affiliated Portfolio Companies |
0 |
|
|
0.0% |
|
|
|
|
| Controlled
Affiliated Portfolio Companies |
0 |
|
|
0.0% |
|
|
|
|
| Life
Sciences Tools & Services |
|
|
|
|
3,098,128 |
|
|
2.9% |
| Unaffiliated
Portfolio Companies |
0 |
|
|
0.0% |
|
|
|
|
| Non-Controlled
Affiliated Portfolio Companies |
3,098,128 |
|
|
2.9% |
|
|
|
|
| Controlled
Affiliated Portfolio Companies |
0 |
|
|
0.0% |
|
|
|
|
| Pharmaceuticals |
|
|
|
|
7,463,352 |
|
|
6.9% |
| Unaffiliated
Portfolio Companies |
7,463,352 |
|
|
6.9% |
|
|
|
|
| Non-Controlled
Affiliated Portfolio Companies |
0 |
|
|
0.0% |
|
|
|
|
| Controlled
Affiliated Portfolio Companies |
0 |
|
|
0.0% |
|
|
|
|
| Research
& Consulting Services |
|
|
|
|
630,514 |
|
|
0.6% |
| Unaffiliated
Portfolio Companies |
630,514 |
|
|
0.6% |
|
|
|
|
| Non-Controlled
Affiliated Portfolio Companies |
0 |
|
|
0.0% |
|
|
|
|
| Controlled
Affiliated Portfolio Companies |
0 |
|
|
0.0% |
|
|
|
|
| Restaurants |
|
|
|
|
8,928,687 |
|
|
8.3% |
| Unaffiliated
Portfolio Companies |
0 |
|
|
0.0% |
|
|
|
|
| Non-Controlled
Affiliated Portfolio Companies |
8,928,687 |
|
|
8.3% |
|
|
|
|
| Controlled
Affiliated Portfolio Companies |
0 |
|
|
0.0% |
|
|
|
|
| Semiconductors |
|
|
|
|
2,140,649.00 |
|
|
2.0% |
| Unaffiliated
Portfolio Companies |
2,140,649 |
|
|
2.0% |
|
|
|
|
| Non-Controlled
Affiliated Portfolio Companies |
0 |
|
|
0.0% |
|
|
|
|
| Controlled
Affiliated Portfolio Companies |
0 |
|
|
0.0% |
|
|
|
|
| Specialty
Chemicals |
|
|
|
|
3,749,703.00 |
|
|
3.5% |
| Unaffiliated
Portfolio Companies |
3,749,703 |
|
|
3.5% |
|
|
|
|
| Non-Controlled
Affiliated Portfolio Companies |
0 |
|
|
0.0% |
|
|
|
|
| Controlled
Affiliated Portfolio Companies |
0 |
|
|
0.0% |
|
|
|
|
| Specialized
Finance |
|
|
|
|
6,450,692 |
|
|
6.0% |
| Unaffiliated
Portfolio Companies |
0 |
|
|
0.0% |
|
|
|
|
| Non-Controlled
Affiliated Portfolio Companies |
0 |
|
|
0.0% |
|
|
|
|
| Controlled
Affiliated Portfolio Companies |
6,450,692 |
|
|
6.0% |
|
|
|
|
| Steel |
|
|
|
|
3,551,287 |
|
|
3.3% |
| Unaffiliated
Portfolio Companies |
0 |
|
|
0.0% |
|
|
|
|
| Non-Controlled
Affiliated Portfolio Companies |
3,551,287 |
|
|
3.3% |
|
|
|
|
| Controlled
Affiliated Portfolio Companies |
0 |
|
|
0.0% |
|
|
|
|
| Technology
Hardware, Storage & Peripherals |
|
|
|
|
12,832,787 |
|
|
11.9% |
| Unaffiliated
Portfolio Companies |
12,832,787 |
|
|
11.9% |
|
|
|
|
| Non-Controlled
Affiliated Portfolio Companies |
0 |
|
|
0.0% |
|
|
|
|
| Controlled
Affiliated Portfolio Companies |
0 |
|
|
0.0% |
|
|
|
|
| Trading
Companies & Distributors |
|
|
|
|
6,753,032 |
|
|
6.3% |
| Unaffiliated
Portfolio Companies |
6,753,032 |
|
|
6.3% |
|
|
|
|
| Non-Controlled
Affiliated Portfolio Companies |
0 |
|
|
0.0% |
|
|
|
|
| Controlled
Affiliated Portfolio Companies |
0 |
|
|
0.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Industry |
Value
as of September 30, 2021 |
|
%
of Net Assets |
|
Value
as of September 30, 2021 |
|
%
of Net Assets |
| Miscellaneous
Common Stocks Industries |
|
|
|
|
$ |
3,003,341 |
|
|
2.8% |
| Unaffiliated
Portfolio Companies |
$ |
3,003,341 |
|
|
2.8 |
% |
|
|
|
|
| Non-Controlled
Affiliated Portfolio Companies |
0 |
|
0.0 |
% |
|
|
|
|
| Controlled
Affiliated Portfolio Companies |
0 |
|
0.0 |
% |
|
|
|
|
| Total |
$ |
104,858,888 |
|
|
|
|
$ |
104,858,888 |
|
|
|
NOTE
4. DERIVATIVES
The
following table presents the effect of derivatives held during the period ended September 30, 2021, along with the respective location
in the consolidated financial statements.
CONSOLIDATED
STATEMENT OF ASSETS AND LIABILITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
Liabilities |
|
| Derivatives |
|
Location |
|
Fair
Value |
|
Location |
|
Fair
Value |
|
| Warrants
for the purchase of Common Stock of Magnolia Neurosciences Corporation expiring 8/3/28 |
|
Investments |
|
$ |
112,957 |
|
|
-- |
|
-- |
|
|
|
|
|
|
|
|
|
|
|
| Warrants
for the purchase of Series A-3 Preferred Stock of NanoTerra, Inc. expiring 11/15/22 |
|
Investments |
|
0 |
|
|
-- |
|
-- |
|
|
|
|
|
|
|
|
|
|
|
| Warrants
for the purchase of Common Stock of OpGen, Inc. expiring 2/17/25 |
|
Investments |
|
1 |
|
|
-- |
|
-- |
|
|
|
|
|
|
|
|
|
|
|
| Warrants
for the purchase of Common Stock of Potbelly Corporation expiring 2/12/26 |
|
Investments |
|
280,295 |
|
|
-- |
|
-- |
|
CONSOLIDATED
STATEMENT OF OPERATIONS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Derivatives |
|
Location |
|
Net
Realized Gain (Loss) |
|
Net
Change in Unrealized Appreciation (Depreciation) |
|
|
Warrants for
the purchase of Common Stock of Alta Equipment Group, Inc. expiring 4/8/241 |
|
Net
Realized Gain (Loss) and Unrealized Appreciation (Depreciation) on Investments |
|
$ |
0 |
|
|
$ |
(299,250) |
|
|
|
|
|
|
|
|
|
|
| Warrants
for the purchase of Common Stock of Magnolia Neurosciences Corporation expiring 8/3/28 |
|
Net
Realized Gain (Loss) and Unrealized Appreciation (Depreciation) on Investments |
|
0 |
|
|
103 |
|
|
|
|
|
|
|
|
|
|
| Warrants
for the purchase of Common Stock of NanoTerra, Inc. expired 2/22/21 |
|
Net
Realized Gain (Loss) and Unrealized Appreciation (Depreciation) on Investments |
|
(69,168) |
|
|
69,168 |
|
|
|
|
|
|
|
|
|
|
| Warrants
for the purchase of Series A-3 Preferred Stock of NanoTerra, Inc. expiring 11/15/22 |
|
Net
Realized Gain (Loss) and Unrealized Appreciation (Depreciation) on Investments |
|
0 |
|
|
0 |
|
|
|
|
|
|
|
|
|
|
| Warrants
for the purchase of Common Stock of OpGen, Inc. expiring 2/17/25 |
|
Net
Realized Gain (Loss) and Unrealized Appreciation (Depreciation) on Investments |
|
0 |
|
|
(2) |
|
|
|
|
|
|
|
|
|
|
| Warrants
for the purchase of Common Stock of Potbelly Corporation expiring 2/12/26 |
|
Net
Realized Gain (Loss) and Unrealized Appreciation (Depreciation) on Investments |
|
0 |
|
|
55,446 |
|
|
|
|
|
|
|
|
|
|
| Stock
Options for the purchase of Common Stock of Synacor, Inc. expiring 2/28/29 and 5/16/29 |
|
Net
Realized Gain (Loss) and Unrealized Appreciation (Depreciation) on Investments |
|
31,400 |
|
|
(44,127) |
|
|
|
|
|
|
|
|
|
|
| Restricted
Stock Units of Synacor, Inc. |
|
Net
Realized Gain (Loss) and Unrealized Appreciation (Depreciation) on Investments |
|
86,486 |
|
|
(69,683) |
|
|
1
The warrants for Alta Equipment Group, Inc., were exchanged for shares of Common Stock in April 2021.
NOTE
5. COMMITMENTS AND CONTINGENCIES
As
of September 30, 2021, the Company does not have any commitment or contingencies to invest additional capital in any of its other
portfolio companies. Portfolio companies may seek additional capital in the future and any decision by the Company to not participate
in the round of financing could result in outcomes that negatively impact the value of the Company's securities of those portfolio companies.
On
March 23, 2017, we signed a month-to-month lease for approximately 1,250 square feet of office space located at 7 N. Willow Street, Suite
4B, Montclair, New Jersey. Upon an event of default, the lease provides that the landlord may terminate the lease and require us to pay
all rent that would have been payable during the remainder of the lease or until the date the landlord re-enters the premises.
NOTE
6. INVESTMENTS AND ADVANCES TO AFFILIATES - SCHEDULE 12-14 (UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Name
of Issuer |
|
Title
of Issue or Nature of Indebtedness (A) |
|
Amount
of Dividends or Interest Credited to Income (B) |
|
Net
Realized Gain (Loss) |
|
Value
as of December 31, 2020 |
|
Gross
Additions (C) |
|
Gross
Reductions (D) |
|
Net
Change in Unrealized Appreciation (Depreciation) |
|
Value
as of September 30, 2021 |
| CONTROLLED
AFFILIATED PRIVATELY HELD SECURITIES (E): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| LS180
Acquisition Holdings, LLC |
|
Common
Units |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
13,000 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
13,000 |
|
|
|
Promissory
Note |
|
0 |
|
|
0 |
|
|
0 |
|
|
100,000 |
|
|
0 |
|
|
0 |
|
|
100,000 |
|
| Parabellum
Acquisition Holdings, LLC |
|
Common
Units |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
6,337,692 |
|
|
$ |
0 |
|
|
$ |
3,620,046 |
|
|
$ |
6,337,692 |
|
| Total
Non-Controlled Affiliated Privately Held Securities |
|
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
6,450,692 |
|
|
$ |
0 |
|
|
$ |
3,620,046 |
|
|
$ |
6,450,692 |
|
| NON-CONTROLLED
AFFILIATED PRIVATELY HELD SECURITIES (F): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ABSMaterials,
Inc. |
|
Series
A Convertible Preferred Stock |
|
$ |
0 |
|
|
$ |
(435,000) |
|
|
$ |
28,691 |
|
|
$ |
0 |
|
|
$ |
(28,691) |
|
|
$ |
406,309 |
|
|
$ |
0 |
|
|
|
Series
B Convertible Preferred Stock |
|
0 |
|
|
(1,217,644) |
|
|
343,821 |
|
|
0 |
|
|
(343,821) |
|
|
873,823 |
|
|
0 |
|
|
|
Secured
Convertible Bridge Note (G) |
|
(47,161) |
|
|
(125,000) |
|
|
172,161 |
|
|
0 |
|
|
(172,161) |
|
|
0 |
|
|
0 |
|
| Accelerator
IV-New York Corporation |
|
Series
A Common Stock |
|
$ |
0 |
|
|
$ |
579,955 |
|
|
$ |
669,010 |
|
|
$ |
0 |
|
|
$ |
(669,010) |
|
|
$ |
(669,010) |
|
|
$ |
0 |
|
| Black
Silicon Holdings, Inc. |
|
Series
A Convertible Preferred Stock |
|
$ |
0 |
|
|
$ |
(750,000) |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
750,000 |
|
|
$ |
0 |
|
|
|
Series
A-1 Convertible Preferred Stock |
|
0 |
|
|
(890,000) |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
890,000 |
|
|
0 |
|
|
|
Series
A-2 Convertible Preferred Stock |
|
0 |
|
|
(2,445,000) |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
2,445,000 |
|
|
0 |
|
|
|
Series
B-1 Convertible Preferred Stock |
|
0 |
|
|
(1,169,561) |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
1,169,561 |
|
|
0 |
|
|
|
Series
C Convertible Preferred Stock |
|
0 |
|
|
(1,171,316) |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
1,171,316 |
|
|
0 |
|
|
|
Secured
Convertible Bridge Notes (H) |
|
348,592 |
|
|
(824,720) |
|
|
836,798 |
|
|
0 |
|
|
(836,798) |
|
|
607,571 |
|
|
0 |
|
| EchoPixel,
Inc. |
|
Series
Seed Convertible Preferred Stock |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
885,465 |
|
|
$ |
25,380 |
|
|
$ |
0 |
|
|
$ |
25,380 |
|
|
$ |
910,845 |
|
|
|
Series
Seed-2 Convertible Preferred Stock |
|
0 |
|
|
0 |
|
|
315,884 |
|
|
8,661 |
|
|
0 |
|
|
8,661 |
|
|
324,545 |
|
|
|
Series
A-2 Convertible Preferred Stock |
|
0 |
|
|
0 |
|
|
376,990 |
|
|
4,734 |
|
|
0 |
|
|
4,734 |
|
|
381,724 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Name
of Issuer |
|
Title
of Issue or Nature of Indebtedness (A) |
|
Amount
of Dividends or Interest Credited to Income (B) |
|
Net
Realized Gain (Loss) |
|
Value
as of December 31, 2020 |
|
Gross
Additions (C) |
|
Gross
Reductions (D) |
|
Net
Change in Unrealized Appreciation (Depreciation) |
|
Value
as of September 30, 2021 |
| NON-CONTROLLED
AFFILIATED PRIVATELY HELD SECURITIES (F): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Essential
Health Solutions, Inc. |
|
Common
Stock |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
|
Series
A Convertible Preferred Stock |
|
0 |
|
|
0 |
|
|
327,907 |
|
|
0 |
|
|
(303,375) |
|
|
(303,375) |
|
|
24,532 |
|
|
|
Convertible
Bridge Note (G) |
|
(8,154) |
|
|
0 |
|
|
11,196 |
|
|
0 |
|
|
(9,982) |
|
|
(9,982) |
|
|
1,214 |
|
| HALE.life
Corporation |
|
Common
Stock |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
111,747 |
|
|
$ |
0 |
|
|
$ |
(81,256) |
|
|
$ |
(81,256) |
|
|
$ |
30,491 |
|
|
|
Series
Seed-1 Convertible Preferred Stock |
|
0 |
|
|
0 |
|
|
1,632,048 |
|
|
0 |
|
|
(1,065,575) |
|
|
(1,065,575) |
|
|
566,473 |
|
|
|
Series
Seed-2 Convertible Preferred Stock |
|
0 |
|
|
0 |
|
|
1,892,116 |
|
|
0 |
|
|
(1,214,661) |
|
|
(1,214,661) |
|
|
677,455 |
|
| TARA
Biosystems, Inc. |
|
Common
Stock |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
552,902 |
|
|
$ |
6,300 |
|
|
$ |
0 |
|
|
$ |
6,300 |
|
|
$ |
559,202 |
|
|
|
Series
A Convertible Preferred Stock |
|
0 |
|
|
0 |
|
|
2,444,684 |
|
|
15,911 |
|
|
0 |
|
|
15,911 |
|
|
2,460,595 |
|
|
|
Series
A-2 Convertible Preferred Stock |
|
0 |
|
|
0 |
|
|
77,881 |
|
|
450 |
|
|
0 |
|
|
450 |
|
|
78,331 |
|
| Total
Non-Controlled Affiliated Privately Held Securities |
|
|
|
$ |
293,277 |
|
|
$ |
(8,448,286) |
|
|
$ |
10,679,301 |
|
|
$ |
61,436 |
|
|
$ |
(4,725,330) |
|
|
$ |
5,031,157 |
|
|
$ |
6,015,407 |
|
| NON-CONTROLLED
AFFILIATED PUBLICLY TRADED SECURITIES (F): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Potbelly
Corporation |
|
Common
Stock |
|
$ |
0 |
|
|
$ |
605,785 |
|
|
$ |
5,579,636 |
|
|
$ |
3,068,756 |
|
|
$ |
0 |
|
|
$ |
3,040,890 |
|
|
$ |
8,648,392 |
|
|
|
Warrants
for Common Stock |
|
0 |
|
|
0 |
|
|
0 |
|
|
280,295 |
|
|
0 |
|
|
55,446 |
|
|
280,295 |
|
| Synacor,
Inc. |
|
Common
Stock |
|
$ |
0 |
|
|
$ |
(672,175) |
|
|
$ |
2,372,710 |
|
|
$ |
0 |
|
|
$ |
(2,372,710) |
|
|
$ |
2,146,801 |
|
|
$ |
0 |
|
|
|
Stock
Options |
|
0 |
|
|
31,400 |
|
|
44,127 |
|
|
0 |
|
|
(44,127) |
|
|
(44,127) |
|
|
0 |
|
|
|
Restricted
Stock Units |
|
0 |
|
|
86,486 |
|
|
69,683 |
|
|
0 |
|
|
(69,683) |
|
|
(69,683) |
|
|
0 |
|
| Synalloy
Corp |
|
Common
Stock |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
775,788 |
|
|
$ |
2,775,499 |
|
|
$ |
0 |
|
|
$ |
638,011 |
|
|
$ |
3,551,287 |
|
| Synchronoss
Technologies, Inc. |
|
Common
Stock |
|
$ |
0 |
|
|
$ |
123,079 |
|
|
$ |
1,371,883 |
|
|
$ |
7,672,539 |
|
|
$ |
0 |
|
|
$ |
(1,561,908) |
|
|
$ |
9,044,422 |
|
| TheMaven,
Inc. |
|
Series
H Convertible Preferred Stock |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
2,307,912 |
|
|
$ |
0 |
|
|
$ |
(87,401) |
|
|
$ |
(87,401) |
|
|
$ |
2,220,511 |
|
|
|
Common
Stock |
|
0 |
|
|
0 |
|
|
6,592,764 |
|
|
0 |
|
|
(249,669) |
|
|
(249,669) |
|
|
6,343,095 |
|
| Total
Non- Controlled Affiliated Publicly Traded Securities |
|
|
|
$ |
0 |
|
|
$ |
174,575 |
|
|
$ |
19,114,503 |
|
|
$ |
13,797,089 |
|
|
$ |
(2,823,590) |
|
|
$ |
3,868,360 |
|
|
$ |
30,088,002 |
|
| Total
Controlled Affiliated Privately Held, Non- Controlled Affiliated Privately Held, and Publicly Traded Securities |
|
|
|
$ |
293,277 |
|
|
$ |
(8,273,711) |
|
|
$ |
29,793,804 |
|
|
$ |
20,309,217 |
|
|
$ |
(7,548,920) |
|
|
$ |
12,519,563 |
|
|
$ |
42,554,101 |
|
(A)Common
stock, warrants, membership units and, in some cases, preferred stock are generally non-income producing and restricted. The principal
amount of debt and the number of shares of common and preferred stock and number of membership units are shown in the accompanying Consolidated
Schedule of Investments as of September 30, 2021.
(B)Represents
the total amount of interest or dividends credited/(debited) to income for the portion of the period an investment was a control or
affiliate investment, as appropriate. Amounts credited to preferred or common stock represent accrued bridge note interest related to
conversions that occurred during the period ended September 30, 2021.
(C)Gross
additions include increases in investments resulting from new portfolio investments, paid-in-kind interest or dividends, the amortization
of discounts and fees. Gross additions also include net increases in unrealized appreciation or decreases in unrealized depreciation.
(D)Gross
reductions include decreases in investments resulting from principal collections related to investment repayments or sales, the amortization
of premiums and acquisition costs. Gross reductions also include net increases in unrealized depreciation or decreases in unrealized appreciation.
(E)"Controlled
Affiliated" is defined as investments in which we own 25 percent or more of the outstanding voting rights of the portfolio company
or otherwise control the company, including control of a majority of the seats on the board of directors, or more than 25 percent of the
seats on the board of directors, with no other entity or person in control of more director seats than us.
(F)"Non-Controlled
Affiliated" is defined as ownership of five percent or more, but less than 25 percent, of the voting shares of the portfolio company,
or where we hold the right to appoint one or more members to the portfolio company’s board of directors, but less than 25 percent
of the members of the board of directors.
(G)Debt
security is on non-accural status as of January 1, 2021, and therefore, is considered non-income producing as of the period ended. All
interest income recorded in prior periods was reversed.
(H)Debt
security was initially on non-accrual status as of April 1, 2018 through March 31, 2021. As of April 1, 2021, the debt security was considered
to be income producing and interest income was accrued during the period starting April 1, 2018 through the period of liquidation.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Line
for Schedule of Investments |
Method
/ Level |
|
Primary
Industry |
|
#
of Shares Purchased/Principal |
|
Cost
of TURN's Investment |
|
Valuation |
| CONTROLLED
AFFILIATED SECURITIES |
|
|
|
|
|
|
|
|
|
| PRIVATELY
HELD SECURITIES |
|
|
|
|
|
|
|
|
|
| LS180
Acquisition Holdings, LLC |
|
|
Specialized
Finance |
|
|
|
|
|
|
| Common
Units (acquired 4/13/21) |
(M)
(L3) |
|
|
|
1,300,000 |
|
$ |
13,000 |
|
|
$ |
13,000 |
|
| Unsecured
Promissory Note, 0% (acquired 5/10/21, maturing 12/31/21) |
(M)
(L3) |
|
|
|
$ |
50,000 |
|
|
50,000 |
|
|
50,000 |
|
| Unsecured
Promissory Note, 0% (acquired 9/7/21, maturing 12/31/21) |
(M)
(L3) |
|
|
|
$ |
50,000 |
|
|
50,000 |
|
|
50,000 |
|
|
|
|
|
|
|
|
$ |
113,000 |
|
|
$ |
113,000 |
|
| Parabellum
Acquisition Holdings, LLC |
|
|
Specialized
Finance |
|
|
|
|
|
|
| Common
Units (acquired 4/22/21) |
(M)
(L3) |
|
|
|
693,151 |
|
$ |
2,717,646 |
|
|
$ |
6,337,692 |
|
| Total
Controlled Affiliated Privately Held Securities (6.0%) |
|
|
|
|
|
|
$ |
2,830,646 |
|
|
$ |
6,450,692 |
|
|
|
|
|
|
|
|
|
|
|
| NON-CONTROLLED
AFFILIATED SECURITIES |
|
|
|
|
|
|
|
|
|
| PRIVATELY
HELD SECURITIES |
|
|
|
|
|
|
|
|
|
| EchoPixel,
Inc. |
|
|
Health
Care Equipment |
|
|
|
|
|
|
| Series
Seed Convertible Preferred Stock (acquired 6/21/13-6/30/14) |
(I)
(L3) |
|
|
|
4,194,630 |
|
|
$ |
1,250,000 |
|
|
$ |
910,845 |
|
| Series
Seed-2 Convertible Preferred Stock (acquired 1/22/16) |
(I)
(L3) |
|
|
|
1,476,668 |
|
|
500,000 |
|
|
324,545 |
|
| Series
A-2 Convertible Preferred Stock (acquired 3/23/17) |
(I)
(L3) |
|
|
|
1,471,577 |
|
|
350,000 |
|
|
381,724 |
|
| |
|
|
|
|
|
|
$ |
2,100,000 |
|
|
$ |
1,617,114 |
|
| Essential
Health Solutions, Inc. |
|
|
Health
Care Technology |
|
|
|
|
|
|
| Common
Stock (acquired 11/18/16) |
(I)
(L3) |
|
|
|
200,000 |
|
|
$ |
20 |
|
|
$ |
0 |
|
| Series
A Convertible Preferred Stock (acquired 11/18/16) |
(I)
(L3) |
|
|
|
2,750,000 |
|
|
2,750,000 |
|
|
24,532 |
|
| Unsecured
Convertible Bridge Note, 8%, (acquired 12/19/18, maturing 12/19/21) |
(I)
(L3) |
|
|
|
$ |
50,000 |
|
|
50,000 |
|
|
1,214 |
|
| |
|
|
|
|
|
|
$ |
2,800,020 |
|
|
$ |
25,746 |
|
| HALE.life
Corporation |
|
|
Health
Care Technology |
|
|
|
|
|
|
| Common
Stock (acquired 3/1/16) |
(I)
(L3) |
|
|
|
1,000,000 |
|
|
$ |
10 |
|
|
$ |
30,491 |
|
| Series
Seed-1 Convertible Preferred Stock (acquired 3/28/17) |
(I)
(L3) |
|
|
|
11,000,000 |
|
|
1,896,920 |
|
|
566,473 |
|
| Series
Seed-2 Convertible Preferred Stock (acquired 12/28/18) |
(I)
(L3) |
|
|
|
12,083,132 |
|
|
2,500,000 |
|
|
677,455 |
|
| |
|
|
|
|
|
|
$ |
4,396,930 |
|
|
$ |
1,274,419 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Line
for Schedule of Investments |
Method
/ Level |
|
Primary
Industry |
|
#
of Shares Purchased/Principal |
|
Cost
of TURN's Investment |
|
Valuation |
| TARA
Biosystems, Inc. |
|
|
Life
Sciences Tools & Services |
|
|
|
|
|
|
| Common
Stock (acquired 8/20/14) |
(I)
(L3) |
|
|
|
2,000,000 |
|
|
$ |
20 |
|
|
$ |
559,202 |
|
| Series
A Convertible Preferred Stock (acquired 3/31/17) |
(I)
(L3) |
|
|
|
6,878,572 |
|
|
2,545,493 |
|
|
2,460,595 |
|
| Series
A-2 Convertible Preferred Stock (acquired 4/18/19) |
(I)
(L3) |
|
|
|
208,577 |
|
|
100,000 |
|
|
78,331 |
|
|
|
|
|
|
|
|
$ |
2,645,513 |
|
|
$ |
3,098,128 |
|
| Total
Non-Controlled Affiliated Privately Held Securities (5.6%) |
|
|
|
|
|
|
$ |
11,942,463 |
|
|
$ |
6,015,407 |
|
|
|
|
|
|
|
|
|
|
|
| NON-CONTROLLED
AFFILIATED SECURITIES |
|
|
|
|
|
|
|
|
|
| PUBLICLY
TRADED SECURITIES |
|
|
|
|
|
|
|
|
|
| Potbelly
Corporation |
|
|
Restaurants |
|
|
|
|
|
|
| Common
Stock (acquired 6/24/19-7/19/21) |
(M)
(L1) |
|
|
|
1,275,574 |
|
|
$ |
5,302,960 |
|
|
$ |
8,648,392 |
|
| Synalloy
Corporation |
|
|
Steel |
|
|
|
|
|
|
| Common
Stock (acquired 12/7/20-5/25/21) |
(M)
(L1) |
|
|
|
323,138 |
|
|
$ |
2,795,173 |
|
|
$ |
3,551,287 |
|
| Synchronoss
Technologies, Inc. |
|
|
Application
Software |
|
|
|
|
|
|
| Common
Stock (acquired 7/17/20-9/30/21) |
(M)
(L1) |
|
|
|
3,768,509 |
|
|
$ |
10,104,224 |
|
|
$ |
9,044,422 |
|
| TheMaven,
Inc. |
|
|
Interactive
Media & Services |
|
|
|
|
|
|
| Series
H Convertible Preferred Stock (acquired 6/27/19) |
(M)
(L3) |
|
|
|
1,320 |
|
|
$ |
2,000,000 |
|
|
$ |
2,220,511 |
|
| Common
Stock (acquired 12/18/20) |
(M)
(L3) |
|
|
|
11,429,000 |
|
|
6,000,000 |
|
|
6,343,095 |
|
| |
|
|
|
|
|
|
$ |
8,000,000 |
|
|
$ |
8,563,606 |
|
| Total
Non-Controlled Affiliated Publicly Traded Securities (27.7%) |
|
|
|
|
|
|
$ |
26,202,357 |
|
|
$ |
29,807,707 |
|
| DERIVATIVES |
|
|
|
|
|
|
|
|
|
| Potbelly
Corporation |
|
|
Restaurants |
|
|
|
|
|
|
| Warrants
for the Purchase of Common Stock expiring 2/12/26 (acquired 2/10/21) |
(I)
(L3) |
|
|
|
80,605 |
|
$ |
224,849 |
|
|
$ |
280,295 |
|
| Total
Non-Controlled Affiliated Derivatives (0.3%) |
|
|
|
|
|
|
$ |
224,849 |
|
|
$ |
280,295 |
|
| Total
Non-Controlled Affiliated Privately Held Securities, Publicly Traded Securities and Derivatives (33.6%) |
|
|
|
|
|
|
$ |
38,369,669 |
|
|
$ |
36,103,409 |
|
| Total
Controlled Affiliated Privately Held, Non-Controlled Affiliated Privately Held and Publicly Traded Securities and Derivatives (39.6%) |
|
|
|
|
|
|
$ |
41,200,315 |
|
|
$ |
42,554,101 |
|
SIGNATURES
The
Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Registrant:
180 Degree Capital Corp.
|
|
|
|
|
|
| By: |
/s/
Daniel B. Wolfe |
| Name: |
Daniel
B. Wolfe |
| Title: |
President
and Chief Financial Officer |
| |
|
| Date: |
November
9, 2021 |