Venture Lending & Leasing VIII, Inc. - FORM 10-Q

Attached files

file	filename
EX-32.2 - VLL8INC 10-Q 06.30.2020 EXHIBIT 32.2 - Venture Lending & Leasing VIII, Inc.	vll810q63020ex322.htm
EX-32.1 - VLL8INC 10-Q 06.30.2020 EXHIBIT 32.1 - Venture Lending & Leasing VIII, Inc.	vll810q63020ex321.htm
EX-31.2 - VLL8INC 10-Q 06.30.2020 EXHIBIT 31.2 - Venture Lending & Leasing VIII, Inc.	vll810q63020ex312.htm
EX-31.1 - VLL8INC 10-Q 06.30.2020 EXHIBIT 31.1 - Venture Lending & Leasing VIII, Inc.	vll810q63020ex311.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



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

For the quarterly period ended June 30, 2020



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

For the transition period from ___________ to ______________

Commission file number 814-01162

Venture Lending & Leasing VIII, Inc.

(Exact Name of Registrant as specified in its charter)



Maryland	47-3919702
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

104 La Mesa Drive, Suite 102, Portola Valley, CA	94028
(Address of principal executive offices)	(Zip Code)

(650) 234-4300

(Registrant’s telephone number, including area code)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [x] No [ ]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [ ] No [ ]

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



Large accelerated filer [ ]	Accelerated filer [ ]	Non-accelerated filer [x]	Smaller reporting company [ ]
Emerging growth company [ ]

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

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:



Class		Outstanding as of August 13, 2020
Common Stock, $0.001 par value		100,000

VENTURE LENDING & LEASING VIII, INC.

INDEX



PART I — FINANCIAL INFORMATION

Item 1.	Financial Statements

	Condensed Statements of Assets and Liabilities (Unaudited)
	As of June 30, 2020 and December 31, 2019

	Condensed Statements of Operations (Unaudited)
	For the three and six months ended June 30, 2020 and 2019

	Condensed Statements of Changes in Net Assets (Unaudited)
	For the three and six months ended June 30, 2020 and 2019

	Condensed Statements of Cash Flows (Unaudited)
	For the six months ended June 30, 2020 and 2019

	Condensed Schedules of Investments (Unaudited)
	As of June 30, 2020 and December 31, 2019

	Condensed Schedules of Derivative Instruments (Unaudited)
	As of June 30, 2020 and December 31, 2019

	Notes to Condensed Financial Statements (Unaudited)

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

Item 3.	Quantitative and Qualitative Disclosures About Market Risk

Item 4.	Controls and Procedures

PART II — OTHER INFORMATION

Item 1.	Legal Proceedings

Item 1A.	Risk Factors

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

Item 3.	Defaults Upon Senior Securities

Item 4.	Mine Safety Disclosures

Item 5.	Other Information

Item 6.	Exhibits

SIGNATURES

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

VENTURE LENDING & LEASING VIII, INC.

CONDENSED STATEMENTS OF ASSETS AND LIABILITIES (UNAUDITED)

AS OF JUNE 30, 2020 AND DECEMBER 31, 2019



	June 30, 2020			December 31, 2019
ASSETS
Loans, at estimated fair value
(cost of $368,573,987 and $379,044,418)	$	348,279,528		$	371,955,824
Cash and cash equivalents	2,504,521			12,569,629
Dividend and interest receivables	4,302,475			4,702,811
Other assets	718,172			551,337
Total assets	355,804,696			389,779,601

LIABILITIES
Borrowings under debt facility	153,000,000			179,000,000
Accrued management fees	2,223,779			2,436,123
Derivative liability	353,423			347,183
Accounts payable and other accrued liabilities	977,676			1,411,131
Total liabilities	156,554,878			183,194,437

NET ASSETS	$	199,249,818		$	206,585,164

Analysis of Net Assets:

Capital paid in on shares of capital stock	$	345,075,000		$	314,575,000
Total distributable losses	(145,825,182		)	(107,989,836		)
Net assets (equivalent to $1,992.50 and $2,065.85 per share based on 100,000 shares of capital stock outstanding - See Note 5 and Note 11)	$	199,249,818		$	206,585,164

Commitments & Contingent Liabilities:
Unexpired unfunded commitments (See Note 10)	$	66,533,333		$	77,950,000

See notes to condensed financial statements.

VENTURE LENDING & LEASING VIII, INC.

CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2020 AND 2019



	For the Three Months Ended June 30, 2020			For the Three Months Ended June 30, 2019			For the Six Months Ended June 30, 2020			For the Six Months Ended June 30, 2019

INVESTMENT INCOME:
Interest on loans	$	13,346,400		$	20,484,930		$	29,036,496		$	35,948,224
Other interest and other income	12,808			130,725			529,960			205,737
Total investment income	13,359,208			20,615,655			29,566,456			36,153,961

EXPENSES:
Management fees	2,223,779			2,424,015			4,559,205			4,938,820
Interest expense	1,547,167			2,639,095			3,589,177			5,379,914
Banking and professional fees	134,243			157,637			253,297			318,894
Other operating expenses	27,565			39,871			95,755			94,860
Total expenses	3,932,754			5,260,618			8,497,434			10,732,488
Net investment income	9,426,454			15,355,037			21,069,022			25,421,473

Net realized loss from loans	(546,608		)	(485,466		)	(981,486		)	(481,341		)
Net realized gain (loss) from derivative instruments	(349,050		)	70,865			(555,589		)	146,967
Net change in unrealized gain (loss) from loans	638,199			(2,205,184		)	(13,205,864		)	(2,589,667		)
Net change in unrealized gain (loss) from derivative instruments	267,029			(699,692		)	(6,239		)	(1,022,885		)
Net realized and change in unrealized gain (loss) from loans and derivative instruments	9,570			(3,319,477		)	(14,749,178		)	(3,946,926		)
Net increase in net assets resulting from operations	$	9,436,024		$	12,035,560		$	6,319,844		$	21,474,547

Amounts per common share:
Net increase in net assets resulting from operations per share	$	94.36		$	120.36		$	63.20		$	214.75
Weighted average shares outstanding	100,000			100,000			100,000			100,000

See notes to condensed financial statements.

VENTURE LENDING & LEASING VIII, INC.

CONDENSED STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2020 AND 2019



	Common stock
	Shares	Par value		Additional paid-in capital		Total distributable earnings (loss)			Net assets
Balance at March 31, 2019	100,000	$	100	$	297,574,900	$	(77,080,787	)	$	220,494,213
Net increase in net assets resulting from operations	—	—		—		12,035,560			12,035,560
Distributions to shareholder	—	—		—		(22,767,607		)	(22,767,607		)

Balance at June 30, 2019	100,000	$	100	$	297,574,900	$	(87,812,834	)	$	209,762,166

Balance at March 31, 2020	100,000	$	100	$	345,074,900	$	(145,584,629	)	$	199,490,371
Net increase in net assets resulting from operations	—	—		—		9,436,024			9,436,024
Distributions to shareholder	—	—		—		(9,676,577		)	(9,676,577		)

Balance at June 30, 2020	100,000	$	100	$	345,074,900	$	(145,825,182	)	$	199,249,818

Balance at December 31, 2018	100,000	$	100	$	297,574,900	$	(81,031,049	)	$	216,543,951
Net increase in net assets resulting from operations	—	—		—		21,474,547			21,474,547
Distributions to shareholder	—	—		—		(28,256,332		)	(28,256,332		)

Balance at June 30, 2019	100,000	$	100	$	297,574,900	$	(87,812,834	)	$	209,762,166

Balance at December 31, 2019	100,000	$	100	$	314,574,900	$	(107,989,836	)	$	206,585,164
Net increase in net assets resulting from operations	—	—		—		6,319,844			6,319,844
Contributions from shareholder	—	—		30,500,000		—			30,500,000
Distributions to shareholder	—	—		—		(44,155,190		)	(44,155,190		)

Balance at June 30, 2020	100,000	$	100	$	345,074,900	$	(145,825,182	)	$	199,249,818

See notes to condensed financial statements.

VENTURE LENDING & LEASING VIII, INC.

CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)

FOR THE SIX MONTHS ENDED JUNE 30, 2020 AND 2019



	For the Six Months Ended June 30, 2020			For the Six Months Ended June 30, 2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net increase in net assets resulting from operations	$	6,319,844		$	21,474,547
Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by operating activities:
Net realized loss from loans	981,486			481,341
Net realized (gain) loss from derivative instruments	555,589			(146,967		)
Net change in unrealized loss from loans	13,205,864			2,589,667
Net change in unrealized loss from derivative instruments	6,239			1,022,885
Amortization of deferred costs related to borrowing facility	295,984			276,252
Net decrease in dividend and interest receivables	400,336			192,531
Net increase in other assets	(462,819		)	(171,670		)
Net decrease in accounts payable, other accrued liabilities and accrued management fees	(645,798		)	(1,262,354		)
Origination of loans	(74,716,667		)	(70,700,000		)
Principal payments on loans	83,111,731			91,664,439
Acquisition of equity securities	(4,561,308		)	(4,693,953		)
Net cash provided by operating activities	24,490,481			40,726,718
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions to shareholder	(38,500,000		)	(17,100,000		)
Contributions from shareholder	30,500,000			—
Borrowings under debt facility	46,000,000			15,000,000
Repayments of borrowings under debt facility	(72,000,000		)	(44,500,000		)
Payments made for derivative instruments	(555,589		)	—
Payments received from derivative instruments	—			146,967
Net cash used in financing activities	(34,555,589		)	(46,453,033		)
Net decrease in cash and cash equivalents	(10,065,108		)	(5,726,315		)
CASH AND CASH EQUIVALENTS:
Beginning of period	12,569,629			19,388,362
End of period	$	2,504,521		$	13,662,047
SUPPLEMENTAL DISCLOSURES:
CASH PAID DURING THE PERIOD:
Interest - Debt facility	$	3,342,601		$	7,312,208
NON-CASH OPERATING AND FINANCING ACTIVITIES:
Distributions of equity securities and convertible loan to shareholder	$	5,655,190		$	11,156,332
Receipt of equity securities and convertible loan as repayment of loans	$	1,093,882		$	6,462,379

See notes to condensed financial statements.

VENTURE LENDING & LEASING VIII, INC.

CONDENSED SCHEDULE OF INVESTMENTS (UNAUDITED)

AS OF JUNE 30, 2020



Industry	Borrower	Percent of Net Assets (a)		Collateral	Interest Rate (b)	End of Term Payment (c)	Principal		Cost		Fair Value		Final Maturity Date

Biotechnology
	Antheia, Inc.			Senior Secured	11.5%		$	1,482,679	$	1,426,110	$	1,426,110	12/1/2022
	Antheia, Inc.			Senior Secured	11.5%		1,484,156		1,463,369		1,463,369		12/1/2022
	Antheia, Inc. Subtotal						2,966,835		2,889,479		2,889,479
	Driver Bioengineering, Inc.			Senior Secured	11.0%		371,515		319,318		319,318		4/1/2023
	Driver Bioengineering, Inc.			Senior Secured	11.0%		866,712		844,484		844,484		6/1/2023
	Driver Bioengineering, Inc. Subtotal						1,238,227		1,163,802		1,163,802
	Orpheus Therapeutics, Inc.			Senior Secured	18.0%		178,510		174,288		—		*
	Quartzy, Inc.			Senior Secured	12.0%		742,027		645,116		645,116		8/1/2023
Biotechnology Total		2.4	%				$	5,125,599	$	4,872,685	$	4,698,397

Computers & Storage
	Canary Connect, Inc.			Senior Secured	12.8%		$	2,471,020	$	2,390,465	$	2,390,465	3/1/2023
	Canary Connect, Inc.			Senior Secured	12.8%		297,939		277,990		277,990		12/1/2020
	Canary Connect, Inc. Subtotal						2,768,959		2,668,455		2,668,455
	Fetch Robotics, Inc.			Senior Secured	12.0%		7,423,631		7,053,862		7,053,862		6/1/2024
Computers & Storage Total		4.9	%				$	10,192,590	$	9,722,317	$	9,722,317

Internet
	Ainsly, Inc. ** ^			Senior Secured	12.5%		$	655,595	$	610,032	$	610,032	8/1/2022
	Ainsly, Inc. ** ^			Senior Secured	12.5%		218,547		218,547		218,547		8/1/2022
	Ainsly, Inc. ** ^ Subtotal						874,142		828,579		828,579
	Amino Payments, Inc.			Senior Secured	10.8%		881,845		841,372		841,372		3/1/2022
	Bombfell, Inc.			Senior Secured	11.0%		597,384		562,205		216,393		*
	Cesium, Inc.			Senior Secured	10.3%		247,656		232,824		232,824		1/1/2023
	Cesium, Inc.			Senior Secured	10.3%		123,870		121,713		121,713		1/1/2023
	Cesium, Inc. Subtotal						371,526		354,537		354,537
	Clearsurance, Inc.			Senior Secured	10.3%		926,937		895,578		895,578		9/1/2021
	Daily Muse, Inc.			Senior Secured	11.0%		3,699,267		3,645,799		3,645,799		12/1/2021
	FLYR, Inc.			Senior Secured	11.5%		795,323		757,789		387,646		9/1/2021
	FLYR, Inc.			Senior Secured	11.8%		1,649,463		1,628,574		855,879		1/1/2022
	FLYR, Inc. Subtotal						2,444,786		2,386,363		1,243,525
	iZENEtech, Inc. ** ^			Senior Secured	11.0%		2,104,782		2,087,685		2,087,685		6/1/2021
	iZENEtech, Inc. ** ^			Senior Secured	11.0%		1,255,706		1,235,578		1,235,578		1/1/2021
	iZENEtech, Inc. ** ^ Subtotal						3,360,488		3,323,263		3,323,263
	Lenddo International ** ^			Senior Secured	18.0%		795,048		794,703		252,409		*
	Linden Research Inc.			Senior Secured	12.0%		6,422,843		6,251,861		6,251,861		6/1/2022
	Lukla, Inc.			Senior Secured	12.5%		494,434		430,687		430,687		12/1/2022
	Lukla, Inc.			Senior Secured	12.5%		245,052		232,102		232,102		6/1/2023
	Lukla, Inc. Subtotal						739,486		662,789		662,789
	Marley Spoon, Inc. ** ^			Senior Secured	12.0%	2.5%	3,710,038		2,792,320		2,792,320		5/1/2023
	Masse, Inc.			Senior Secured	18.0%		1,703,002		691,508		467,293		*
	Merchbar, Inc.			Senior Secured	11.8%		494,654		466,125		466,125		3/1/2023
	MyPizza Technologies, Inc.			Senior Secured	11.5%		4,946,199		4,749,774		4,749,774		12/1/2023
	MyPizza Technologies, Inc.			Senior Secured	11.5%		2,473,404		2,430,360		2,430,359		2/1/2024
	MyPizza Technologies, Inc. Subtotal						7,419,603		7,180,134		7,180,133
	Nimble Rx, Inc.			Senior Secured	12.0%		1,236,479		1,104,553		1,104,553		2/1/2023



Industry	Borrower	Percent of Net Assets (a)		Collateral	Interest Rate (b)	End of Term Payment (c)	Principal		Cost		Fair Value		Final Maturity Date
	OneLocal, Inc. ** ^			Senior Secured	12.3%		329,900		323,280		323,280		3/1/2023
	OneLocal, Inc. ** ^			Senior Secured	12.3%		329,823		302,028		302,028		3/1/2023
	OneLocal, Inc. ** ^ Subtotal						659,723		625,308		625,308
	Osix Corporation			Senior Secured	12.3%		62,924		57,015		57,015		12/1/2021
	RenoFi, Inc.			Senior Secured	12.0%		247,449		226,872		226,872		6/1/2023
	Residently USA, LLC ** ^			Senior Secured	12.0%		989,598		869,398		869,398		2/1/2023
	Serface Care, Inc.			Senior Secured	12.3%		519,374		495,122		200,087		2/1/2022
	Serface Care, Inc.			Senior Secured	12.3%		173,167		170,056		68,316		2/1/2022
	Serface Care, Inc. Subtotal						692,541		665,178		268,403
	Shadow, PBC			Senior Secured	11.5%		508,638		465,897		465,897		10/1/2022
	SpotOn Computing, Inc.			Senior Secured	18.0%		1,893,528		1,853,788		816,449		*
	Stay Alfred, Inc.			Senior Secured	18.0%		10,932,368		8,843,431		1,262,247		*
	Tango Card, Inc.			Senior Secured	12.0%		278,926		277,848		277,848		11/1/2020
	Verishop, Inc.			Senior Secured	12.0%		2,473,674		2,429,651		2,429,651		12/1/2023
	Verishop, Inc.			Senior Secured	12.0%		2,472,793		2,340,327		2,340,327		12/1/2023
	Verishop, Inc. Subtotal						4,946,467		4,769,978		4,769,978
Internet Total		20.2	%				$	56,889,690	$	51,436,402	$	40,165,944

Medical Devices
	Ablacon, Inc.			Senior Secured	11.0%		$	2,475,332	$	2,351,563	$	2,351,563	3/1/2023
	Ablacon, Inc.			Senior Secured	11.0%		2,476,220		2,429,716		2,429,716		3/1/2023
	Ablacon, Inc. Subtotal						4,951,552		4,781,279		4,781,279
	Anutra Medical, Inc.			Senior Secured	12.0%		233,078		223,395		223,395		10/1/2022
	CytoVale, Inc.			Senior Secured	12.0%		469,270		463,208		463,208		6/1/2022
	CytoVale, Inc.			Senior Secured	12.0%		389,196		383,951		383,951		7/1/2022
	CytoVale, Inc.			Senior Secured	12.0%		494,995		483,343		483,343		11/1/2023
	CytoVale, Inc.			Senior Secured	12.0%		416,515		398,198		398,198		3/1/2022
	CytoVale, Inc.			Senior Secured	12.0%		494,795		463,625		463,625		10/1/2023
	CytoVale, Inc. Subtotal						2,264,771		2,192,325		2,192,325
	eXo Imaging, Inc.			Senior Secured	11.8%		1,980,023		1,800,578		1,800,578		9/1/2023
	Medrobotics Corporation, Inc.			Senior Secured	18.0%		10,000,000		8,793,564		7,734,794		*
	NeuMoDx Molecular, Inc.			Senior Secured	12.0%		2,967,451		2,908,792		2,908,791		4/1/2023
	NeuMoDx Molecular, Inc.			Senior Secured	12.0%		3,456,883		3,290,973		3,290,972		4/1/2023
	NeuMoDx Molecular, Inc.			Senior Secured	12.0%		3,460,548		3,413,930		3,413,930		4/1/2023
	NeuMoDx Molecular, Inc. Subtotal						9,884,882		9,613,695		9,613,693
	RadiAction Ltd. ** ^			Senior Secured	11.5%		562,885		545,943		545,943		10/1/2021
	RadiAction Ltd. ** ^			Senior Secured	11.5%		752,782		743,028		743,028		4/1/2022
	RadiAction Ltd. ** ^ Subtotal						1,315,667		1,288,971		1,288,971
	Renovia, Inc.			Senior Secured	10.5%		8,340,238		7,924,384		7,924,384		1/1/2023
Medical Devices Total		17.8	%				$	38,970,211	$	36,618,191	$	35,559,419

Other Healthcare
	Caredox, Inc.			Senior Secured	11.8%		$	785,090	$	765,956	$	675,786	7/1/2022
	Clover Health Investments Corporation			Senior Secured	11.3%		7,964,945		7,964,945		7,964,945		10/1/2022
	Clover Health Investments Corporation			Senior Secured	11.0%		11,869,134		11,869,134		11,869,134		3/1/2022
	Clover Health Investments Corporation Subtotal						19,834,079		19,834,079		19,834,079
	Discover Echo, Inc.			Senior Secured	11.0%		165,323		162,203		162,203		12/1/2020
	Emerald Cloud Lab, Inc.			Senior Secured	11.8%		1,534,941		1,448,761		1,448,761		12/1/2021
	GoForward, Inc.			Senior Secured	11.5%		6,185,050		5,619,100		5,619,100		9/1/2023
	Grin, Inc.			Senior Secured	12.0%		494,833		482,988		482,988		1/1/2024
	Grin, Inc.			Senior Secured	12.0%		989,770		932,213		932,213		10/1/2023
	Grin, Inc. Subtotal						1,484,603		1,415,201		1,415,201



Industry	Borrower	Percent of Net Assets (a)		Collateral	Interest Rate (b)	End of Term Payment (c)	Principal		Cost		Fair Value		Final Maturity Date
	Hello Heart Inc.			Senior Secured	11.0%		990,481		972,854		972,854		4/1/2023
	Hello Heart Inc.			Senior Secured	10.8%		461,771		450,502		450,502		7/1/2021
	Hello Heart Inc.			Senior Secured	10.8%		841,762		833,511		833,511		10/1/2021
	Hello Heart Inc.			Senior Secured	11.0%		1,237,766		1,169,801		1,169,801		4/1/2023
	Hello Heart Inc. Subtotal						3,531,780		3,426,668		3,426,668
	HumanAPI, Inc.			Senior Secured	11.8%		1,398,093		1,331,294		1,331,294		10/1/2022
	HumanAPI, Inc.			Senior Secured	11.8%		494,755		487,180		487,180		1/1/2023
	HumanAPI, Inc. Subtotal						1,892,848		1,818,474		1,818,474
	mPharma Data, Inc. ** ^			Senior Secured	10.0%		63,052		62,510		62,510		11/1/2020
	mPharma Data, Inc. ** ^			Senior Secured	10.0%		111,629		111,130		111,130		3/1/2021
	mPharma Data, Inc. ** ^			Senior Secured	10.0%		1,632,891		1,606,962		1,606,962		11/1/2021
	mPharma Data, Inc. ** ^ Subtotal						1,807,572		1,780,602		1,780,602
	Myolex, Inc.			Senior Secured	18.0%		762,531		726,537		238,967		*
	Naked Biome, Inc.			Senior Secured	18.0%		523,049		519,421		—		*
	Robin Care, Inc.			Senior Secured	11.5%		574,551		554,825		554,825		7/1/2021
	Sparta Software Corporation			Senior Secured	11.5%	2.2%	396,731		384,865		384,865		5/1/2022
	Therapydia, Inc.			Senior Secured	11.5%		224,261		211,397		211,397		8/1/2022
	Therapydia, Inc.			Senior Secured	11.5%		254,138		249,379		249,379		12/1/2022
	Therapydia, Inc.			Senior Secured	12.0%	1.7%	115,684		108,056		108,056		3/1/2023
	Therapydia, Inc.			Senior Secured	11.5%		261,420		256,382		256,382		1/1/2023
	Therapydia, Inc.			Senior Secured	12.5%	1.7%	124,207		124,207		124,207		6/1/2023
	Therapydia, Inc. Subtotal						979,710		949,421		949,421
	Zillion Group, Inc.			Senior Secured	12.0%		222,193		221,219		197,621		12/1/2020
	Zillion Group, Inc.			Senior Secured	12.0%		37,958		37,804		27,097		7/1/2020
	Zillion Group, Inc. Subtotal						260,151		259,023		224,718
Other Healthcare Total		19.3	%				$	40,718,009	$	39,665,136	$	38,533,670

Other Technology
	8i Corporation			Senior Secured	11.8%		$	613,155	$	608,053	$	608,053	12/1/2020
	Abiquo Group, Inc. ** ^			Senior Secured	12.0%		232,486		225,791		225,791		7/1/2021
	Aclima, Inc.			Senior Secured	11.9%		1,687,778		1,503,778		1,503,778		4/1/2022
	Antitoxin Technologies Inc. ** ^			Senior Secured	11.5%		451,680		425,197		425,197		9/1/2022
	Apollo Flight Research Inc.			Senior Secured	11.0%		247,622		243,370		243,370		1/1/2023
	Apollo Flight Research Inc.			Senior Secured	11.0%		406,585		392,525		392,525		6/1/2022
	Apollo Flight Research Inc. Subtotal						654,207		635,895		635,895
	ATeam Army, Inc.			Senior Secured	12.0%		1,237,112		1,160,880		1,160,880		4/1/2023
	Beanfields, PBC			Senior Secured	12.5%		864,769		822,582		822,582		3/1/2023
	Beanfields, PBC			Senior Secured	12.5%		618,350		602,027		602,027		3/1/2023
	Beanfields, PBC Subtotal						1,483,119		1,424,609		1,424,609
	Benson Hill Bio, Inc.			Senior Secured	12.5%		9,890,818		9,073,838		9,073,838		5/1/2024
	Brightside Benefit, Inc.			Senior Secured	12.4%		919,513		905,550		905,550		3/1/2023
	Brightside Benefit, Inc.			Senior Secured	12.1%		580,635		552,066		552,066		9/1/2022
	Brightside Benefit, Inc. Subtotal						1,500,148		1,457,616		1,457,616
	BW Industries, Inc.			Senior Secured	11.8%		1,978,600		1,801,704		1,801,704		5/1/2023
	BW Industries, Inc.			Senior Secured	11.8%		1,978,506		1,936,660		1,936,660		6/1/2023
	BW Industries, Inc. Subtotal						3,957,106		3,738,364		3,738,364
	Consumer Physics, Inc. ** ^			Senior Secured	11.0%		777,723		754,414		687,923		11/1/2021
	DOSH Holdings, Inc.			Senior Secured	11.0%		4,065,086		3,926,781		3,926,781		6/1/2022
	DOSH Holdings, Inc.			Senior Secured	11.0%		1,016,562		1,003,950		1,003,950		6/1/2022
	DOSH Holdings, Inc. Subtotal						5,081,648		4,930,731		4,930,731
	Eguana Technologies, Inc. ** ^			Senior Secured	12.5%		1,538,540		1,463,254		1,463,254		2/1/2022
	ESM Group International , Inc.			Senior Secured	12.0%		344,130		327,295		327,295		12/1/2021
	Finiks, Inc.			Senior Secured	2.7%		667,500		33,375		33,375		*
	Fitplan, Inc. ** ^			Senior Secured	12.5%		1,226,870		1,115,236		1,087,026		*



Industry	Borrower	Percent of Net Assets (a)	Collateral	Interest Rate (b)	End of Term Payment (c)	Principal	Cost	Fair Value	Final Maturity Date
	Flo Water, Inc.		Senior Secured	11.4%		364,657	358,220	358,220	5/1/2021
	Flo Water, Inc.		Senior Secured	11.8%		1,979,812	1,860,231	1,860,231	12/1/2023
	Flo Water, Inc. Subtotal					2,344,469	2,218,451	2,218,451
	Gap Year Global, Inc.		Senior Secured	18.0%		90,768	86,359	—	*
	Heartwork, Inc.		Senior Secured	18.0%		379,462	371,981	27,353	*
	Higher Ground Education, Inc.		Senior Secured	12.5%		1,482,539	1,457,079	1,457,079	4/1/2023
	Higher Ground Education, Inc.		Senior Secured	12.5%		494,251	485,213	485,213	5/1/2023
	Higher Ground Education, Inc.		Senior Secured	12.5%		2,343,659	2,225,460	2,225,460	1/1/2023
	Higher Ground Education, Inc.		Senior Secured	12.5%		494,378	484,308	484,308	8/1/2023
	Higher Ground Education, Inc. Subtotal					4,814,827	4,652,060	4,652,060
	Hint, Inc.		Senior Secured	11.0%		1,155,555	1,155,555	1,155,555	7/1/2021
	Hint, Inc.		Senior Secured	11.0%		1,239,605	1,179,831	1,179,831	8/1/2021
	Hint, Inc.		Senior Secured	12.0%		4,948,170	4,305,927	4,305,927	6/1/2023
	Hint, Inc.		Senior Secured	11.0%		814,461	797,398	797,398	3/1/2021
	Hint, Inc. Subtotal					8,157,791	7,438,711	7,438,711
	Kobo360, Inc. ** ^		Senior Secured	11.3%		64,470	64,470	64,470	9/1/2020
	Kogniz, Inc.		Senior Secured	12.8%		236,625	207,890	207,890	3/1/2022
	Lambda School, Inc.		Senior Secured	11.3%		4,950,870	4,627,885	4,627,885	7/1/2023
	Lambda School, Inc.		Senior Secured	11.3%		2,475,797	2,475,797	2,475,797	8/1/2023
	Lambda School, Inc. Subtotal					7,426,667	7,103,682	7,103,682
	LanzaTech New Zealand Ltd.		Senior Secured	13.3%		828,085	824,814	824,814	3/1/2021
	LanzaTech New Zealand Ltd.		Senior Secured	13.0%		355,625	354,774	354,774	9/1/2020
	LanzaTech New Zealand Ltd. Subtotal					1,183,710	1,179,588	1,179,588
	Make School, Inc.		Senior Secured	11.3%		496,581	484,654	484,654	8/1/2021
	Neuehouse, LLC		Senior Secured	12.0%		1,750,000	1,297,265	1,297,265	*
	Nevada Nanotech Systems, Inc.		Senior Secured	12.0%		431,573	415,451	415,451	6/1/2021
	NewGlobe Schools, Inc. ** ^		Senior Secured	12.5%		3,462,233	3,276,362	3,276,362	8/1/2023
	NewGlobe Schools, Inc. ** ^		Senior Secured	12.5%		3,494,736	3,375,547	3,375,547	8/1/2022
	NewGlobe Schools, Inc. ** ^ Subtotal					6,956,969	6,651,909	6,651,909
	Northern Quinoa Production Corporation ** ^		Senior Secured	10.7%		6,279,550	5,937,461	5,518,859	12/1/2022
	Noteleaf, Inc.		Senior Secured	12.5%		989,137	969,058	969,058	9/1/2023
	Noteleaf, Inc.		Senior Secured	11.0%		167,588	167,031	167,031	9/1/2020
	Noteleaf, Inc.		Senior Secured	12.5%		1,482,170	1,420,578	1,420,578	4/1/2023
	Noteleaf, Inc. Subtotal					2,638,895	2,556,667	2,556,667
	Opya, Inc.		Senior Secured	12.0%		1,188,091	1,143,747	1,143,747	7/1/2023
	Ozy Media, Inc.		Senior Secured	12.8%		2,472,322	2,357,051	2,357,051	6/1/2023
	PDQ Enterprises LLC **		Senior Secured	11.0%		938,026	933,016	933,016	2/1/2021
	Percepto Robotics, Ltd. ** ^		Senior Secured	12.5%		66,929	66,594	66,594	12/1/2020
	Percepto Robotics, Ltd. ** ^		Senior Secured	12.5%		56,944	56,628	56,628	8/1/2020
	Percepto Robotics, Ltd. ** ^ Subtotal					123,873	123,222	123,222
	Percepto, Inc.		Senior Secured	12.2%		1,982,767	1,868,646	1,868,646	4/1/2023
	Pitzi, Ltd. ** ^		Senior Secured	12.0%		1,484,670	1,426,089	1,426,089	4/1/2024
	Pitzi, Ltd. ** ^		Senior Secured	12.0%		494,621	361,158	361,158	11/1/2023
	Pitzi, Ltd. ** ^ Subtotal					1,979,291	1,787,247	1,787,247
	Plant Prefab, Inc.		Senior Secured	11.0%		1,155,071	1,120,894	1,120,894	8/1/2022
	Platform Science, Inc.		Senior Secured	12.0%		864,790	822,636	822,636	2/1/2022
	Plenty Unlimited, Inc.		Senior Secured	9.0%	11.7%	1,632,040	1,600,171	1,600,171	9/1/2021
	Plenty Unlimited, Inc.		Senior Secured	9.0%	11.7%	422,059	417,560	417,560	1/1/2021
	Plenty Unlimited, Inc.		Senior Secured	9.0%	9.4%	476,543	474,362	474,362	3/1/2021
	Plenty Unlimited, Inc. Subtotal					2,530,642	2,492,093	2,492,093
	Plethora, Inc.		Senior Secured	11.2%		2,360,749	2,189,907	2,189,907	3/1/2022
	Redaptive, Inc.		Senior Secured	12.0%		4,944,155	4,760,519	4,760,519	12/1/2022
	Romaine Empire, Inc.		Senior Secured	12.3%		5,927,887	5,629,714	5,629,714	7/1/2023



Industry	Borrower	Percent of Net Assets (a)		Collateral	Interest Rate (b)	End of Term Payment (c)	Principal		Cost		Fair Value		Final Maturity Date
	Saber es Poder, Inc.			Senior Secured	10.5%		195,517		196,062		196,062		5/1/2022
	Saber es Poder, Inc.			Senior Secured	10.5%		360,060		347,698		347,698		3/1/2022
	Saber es Poder, Inc. Subtotal						555,577		543,760		543,760
	Saltbox, Inc.			Senior Secured	12.3%		494,333		473,434		473,434		6/1/2023
	Strong Arm Technologies, Inc.			Senior Secured	12.0%		447,175		438,534		438,534		5/1/2021
	Sustainable Living Partners, LLC			Senior Secured	12.5%		4,943,780		4,306,502		4,306,502		8/1/2023
	Terramera, Inc. ** ^			Senior Secured	12.0%		669,504		653,186		653,186		4/1/2021
	Terramera, Inc. ** ^			Senior Secured	12.0%		334,827		332,207		332,207		4/1/2021
	Terramera, Inc. ** ^ Subtotal						1,004,331		985,393		985,393
	Theatro Labs, Inc.			Senior Secured	12.0%		1,122,965		1,098,804		1,098,804		8/1/2022
	Thras.io, Inc.			Senior Secured	12.0%	47.3%	476,705		476,705		476,705		7/1/2024
	Thras.io, Inc.			Senior Secured	12.0%	45.1%	383,020		383,020		383,020		6/1/2024
	Thras.io, Inc.			Senior Secured	12.0%	45.1%	287,676		287,676		287,676		6/1/2024
	Thras.io, Inc.			Senior Secured	12.0%	45.1%	193,170		193,170		193,170		5/1/2024
	Thras.io, Inc.			Senior Secured	12.0%	47.4%	292,930		264,489		264,489		4/1/2024
	Thras.io, Inc.			Senior Secured	12.0%	45.1%	194,359		194,359		194,359		4/1/2024
	Thras.io, Inc.			Senior Secured	12.0%	47.3%	94,758		94,758		94,758		8/1/2024
	Thras.io, Inc. Subtotal						1,922,618		1,894,177		1,894,177
	UniEnergy Technologies LLC			Senior Secured	12.3%		1,351,234		1,273,934		852,012		12/1/2020
	Veev Group, Inc.			Senior Secured	12.5%		1,236,300		1,087,307		1,087,307		6/1/2023
	Veev Group, Inc.			Senior Secured	12.5%		3,709,635		3,631,372		3,631,372		6/1/2023
	Veev Group, Inc.			Senior Secured	12.5%		629,811		612,441		612,441		12/1/2021
	Veev Group, Inc. Subtotal						5,575,746		5,331,120		5,331,120
	Velo Holdings Limited			Senior Secured	12.0%		2,471,720		2,368,342		2,368,342		6/1/2022
	Virtuix Holdings, Inc.			Senior Secured	12.3%		188,420		185,397		150,136		4/1/2022
	Virtuix Holdings, Inc.			Senior Secured	11.0%		28,157		28,081		9,300		7/1/2020
	Virtuix Holdings, Inc. Subtotal						216,577		213,478		159,436
	Voodoo Manufacturing, Inc.			Senior Secured	12.0%		271,105		255,671		255,671		3/1/2022
	Wheels Labs, Inc.			Senior Secured	12.5%		3,931,163		3,828,188		3,828,188		8/1/2022
	Wine Plum, Inc.			Senior Secured	12.5%		903,248		868,632		868,632		9/1/2022
Other Technology Total		58.8	%				$	126,275,613	$	118,653,586	$	117,233,332

Security
	Axonius, Inc.			Senior Secured	12.0%		$	265,789	$	259,702	$	259,702	9/1/2021
	Karamba Security Ltd. ** ^			Senior Secured	12.0%		1,036,782		945,889		945,889		6/1/2022
	Nok Nok Labs, Inc.			Senior Secured	12.5%		143,685		139,177		139,177		12/1/2020
	Nok Nok Labs, Inc.			Senior Secured	12.5%		698,840		687,374		687,374		6/1/2022
	Nok Nok Labs, Inc. Subtotal						842,525		826,551		826,551
	Safetrust Holdings, Inc.			Senior Secured	12.5%		249,930		194,010		194,010		6/1/2021
Security Total		1.1	%				$	2,395,026	$	2,226,152	$	2,226,152

Semiconductors & Equipment
	ETA Compute, Inc.			Senior Secured	12.0%		$	894,907	$	872,137	$	872,137	11/1/2021
	ETA Compute, Inc.			Senior Secured	10.5%		18,594		18,569		18,569		8/1/2020
	ETA Compute, Inc. Subtotal						913,501		890,706		890,706
	Innophase, Inc.			Senior Secured	11.8%		3,014,718		2,964,458		2,964,458		6/1/2021
	Innophase, Inc.			Senior Secured	11.8%		1,292,775		1,282,166		1,282,166		6/1/2021
	Innophase, Inc. Subtotal						4,307,493		4,246,624		4,246,624
Semiconductors & Equipment Total		2.6	%				$	5,220,994	$	5,137,330	$	5,137,330

Software
	Alkanza Inc.			Senior Secured	18.0%		—		—		$	59,963	*
	Aptible, Inc.			Senior Secured	11.8%		67,438		66,897		66,897		2/1/2021



Industry	Borrower	Percent of Net Assets (a)	Collateral	Interest Rate (b)	End of Term Payment (c)	Principal	Cost	Fair Value	Final Maturity Date
	ArborMetrix, Inc.		Senior Secured	12.5%		742,103	716,478	716,478	9/1/2023
	ArborMetrix, Inc.		Senior Secured	11.5%		749,609	749,609	749,609	6/1/2022
	ArborMetrix, Inc.		Senior Secured	11.5%		2,622,513	2,546,109	2,546,109	6/1/2022
	ArborMetrix, Inc.		Senior Secured	12.5%		1,483,117	1,409,128	1,409,128	9/1/2023
	ArborMetrix, Inc. Subtotal					5,597,342	5,421,324	5,421,324
	Blockdaemon, Inc.		Senior Secured	11.3%		203,416	197,185	197,185	6/1/2022
	Blockdaemon, Inc.		Senior Secured	11.3%		124,139	117,566	117,566	8/1/2021
	Blockdaemon, Inc. Subtotal					327,555	314,751	314,751
	Bloomboard, Inc.		Senior Secured	11.5%		2,498,058	1,576,360	650,306	*
	Canary Technologies Corporation		Senior Secured	11.5%		247,486	230,581	230,581	6/1/2023
	Censia Inc.		Senior Secured	11.0%		932,061	887,745	887,745	10/1/2022
	Cloudleaf, Inc.		Senior Secured	12.0%		489,941	477,803	477,803	9/1/2021
	Cloudleaf, Inc.		Senior Secured	12.0%		1,484,039	1,372,478	1,372,478	8/1/2023
	Cloudleaf, Inc. Subtotal					1,973,980	1,850,281	1,850,281
	DealPath, Inc.		Senior Secured	11.0%		619,021	612,642	612,642	5/1/2021
	Dynamics, Inc.		Senior Secured	12.5%		3,749,311	3,469,290	3,469,290	8/1/2021
	Eskalera, Inc.		Senior Secured	10.5%		990,540	955,381	955,381	3/1/2023
	Estify, Inc.		Senior Secured	18.0%		842,819	786,307	203,093	*
	Fortress IQ, Inc.		Senior Secured	11.3%		381,798	372,553	372,553	11/1/2021
	Gearbox Software, LLC		Senior Secured	11.0%		368,995	368,313	368,313	11/1/2020
	Gearbox Software, LLC		Senior Secured	11.0%		334,945	331,421	331,421	9/1/2020
	Gearbox Software, LLC		Senior Secured	11.0%		815,171	813,014	813,014	3/1/2021
	Gearbox Software, LLC Subtotal					1,519,111	1,512,748	1,512,748
	GoFormz, Inc.		Senior Secured	12.0%		434,023	422,839	422,839	6/1/2021
	ICX Media, Inc.		Senior Secured	12.5%		247,302	241,944	241,944	5/1/2023
	ICX Media, Inc.		Senior Secured	12.5%		392,418	369,805	369,805	5/1/2022
	ICX Media, Inc.		Senior Secured	12.5%		247,342	241,625	241,625	7/1/2023
	ICX Media, Inc. Subtotal					887,062	853,374	853,374
	Invoice2Go, Inc.		Senior Secured	11.8%		584,973	578,159	578,159	4/1/2021
	Invoice2Go, Inc.		Senior Secured	11.8%		585,008	585,008	585,008	4/1/2021
	Invoice2Go, Inc.		Senior Secured	12.0%		722,512	663,597	663,597	3/1/2022
	Invoice2Go, Inc.		Senior Secured	11.8%		501,467	501,467	501,467	4/1/2021
	Invoice2Go, Inc.		Senior Secured	12.0%		989,667	937,249	937,249	6/1/2024
	Invoice2Go, Inc.		Senior Secured	12.0%		989,779	768,453	768,453	3/1/2024
	Invoice2Go, Inc.		Senior Secured	12.0%		989,469	948,068	948,068	6/1/2023
	Invoice2Go, Inc.		Senior Secured	12.0%		960,412	948,896	948,896	11/1/2022
	Invoice2Go, Inc.		Senior Secured	12.0%		843,832	834,726	834,726	7/1/2022
	Invoice2Go, Inc.		Senior Secured	12.0%		989,168	975,019	975,019	3/1/2023
	Invoice2Go, Inc. Subtotal					8,156,287	7,740,642	7,740,642
	Ipolipo, Inc.		Senior Secured	12.0%		2,091,340	1,933,509	1,515,517	6/1/2022
	Lucideus, Inc.		Senior Secured	12.0%		494,680	458,834	458,834	2/1/2023
	Medable, Inc.		Senior Secured	12.0%		1,978,302	1,850,469	1,850,469	2/1/2023
	Medable, Inc.		Senior Secured	12.0%		989,275	972,909	972,909	2/1/2023
	Medable, Inc. Subtotal					2,967,577	2,823,378	2,823,378
	Metarail, Inc.		Senior Secured	12.0%		692,665	676,849	138,024	11/1/2022
	Metawave Corporation		Senior Secured	12.0%		778,277	756,907	756,907	7/1/2022
	Migo Money, Inc. ** ^		Senior Secured	12.3%		471,807	450,188	450,188	12/1/2021
	Migo Money, Inc. ** ^		Senior Secured	12.0%		18,988	18,904	18,904	7/1/2020
	Migo Money, Inc. ** ^		Senior Secured	12.5%		361,812	361,812	361,812	3/1/2022
	Migo Money, Inc. ** ^ Subtotal					852,607	830,904	830,904
	OrderGroove, Inc.		Senior Secured	12.0%		1,236,039	1,218,285	1,218,285	6/1/2023
	OrderGroove, Inc.		Senior Secured	12.0%		1,236,330	1,217,028	1,217,028	6/1/2023
	OrderGroove, Inc.		Senior Secured	12.0%		2,470,382	2,376,309	2,376,309	6/1/2023
	OrderGroove, Inc. Subtotal					4,942,751	4,811,622	4,811,622
	Owl Cameras, Inc.		Senior Secured	18.0%		782,506	487,626	442,320	*



Industry	Borrower	Percent of Net Assets (a)		Collateral	Interest Rate (b)	End of Term Payment (c)	Principal		Cost		Fair Value		Final Maturity Date
	PlushCare, Inc.			Senior Secured	11.8%		588,084		578,197		578,197		5/1/2022
	PlushCare, Inc.			Senior Secured	11.8%		783,462		754,684		754,684		5/1/2022
	PlushCare, Inc. Subtotal						1,371,546		1,332,881		1,332,881
	PrivCo Holdings, Inc.			Senior Secured	12.0%		146,700		143,861		122,883		2/1/2021
	Reciprocity, Inc.			Senior Secured	12.0%		1,286,729		1,160,399		1,160,399		3/1/2023
	Resilio, Inc.			Senior Secured	12.8%		99,899		99,899		99,899		5/1/2021
	Resilio, Inc.			Senior Secured	12.8%		82,589		75,807		75,807		3/1/2021
	Resilio, Inc. Subtotal						182,488		175,706		175,706
	Splitwise, Inc.			Senior Secured	12.3%		494,441		474,044		474,044		12/1/2022
	Stitch Labs, Inc.			Senior Secured	12.3%		1,828,901		1,770,714		1,687,675		9/1/2022
	Swivel, Inc.			Senior Secured	12.0%		201,396		189,836		189,836		8/1/2022
	Swivel, Inc.			Senior Secured	12.0%		214,838		214,838		214,838		10/1/2022
	Swivel, Inc. Subtotal						416,234		404,674		404,674
	Swrve, Inc.			Senior Secured	11.8%		341,169		338,498		338,498		11/1/2020
	Trendalytics Innovation Labs, Inc.			Senior Secured	12.8%		244,512		224,575		76,758		6/1/2022
	Truthset, Inc.			Senior Secured	10.5%		371,449		344,841		344,841		2/1/2023
	Truthset, Inc.			Senior Secured	10.5%		371,538		371,538		371,538		5/1/2023
	Truthset, Inc. Subtotal						742,987		716,379		716,379
	VenueNext, Inc.			Senior Secured	18.0%		1,016,143		938,227		751,086		*
	Venuetize, LLC			Senior Secured	12.3%		173,834		161,407		161,407		4/1/2022
	Vuemix, Inc.			Senior Secured	11.3%		46,233		45,807		45,807		11/1/2020
	Workspot, Inc.			Senior Secured	12.0%		699,169		684,027		684,027		10/1/2022
	Workspot, Inc.			Senior Secured	12.0%		398,658		381,570		381,570		9/1/2021
	Workspot, Inc.			Senior Secured	12.0%		655,429		614,973		614,973		8/1/2022
	Workspot, Inc.			Senior Secured	12.0%		166,665		165,726		165,726		12/1/2020
	Workspot, Inc. Subtotal						1,919,921		1,846,296		1,846,296
	Xeeva, Inc.			Senior Secured	12.0%		94,632		94,539		94,539		7/1/2020
Software Total		23.5	%				$	53,132,765	$	49,681,351	$	46,790,948

Technology Services
	AirHelp, Inc.			Senior Secured	10.0%		$	23,233	$	23,209	$	23,209	7/1/2020
	AirHelp, Inc.			Senior Secured	10.0%		91,923		91,671		91,671		10/1/2020
	AirHelp, Inc. Subtotal						115,156		114,880		114,880
	Akademos, Inc.			Junior Secured	13.5%	1.5%	91,351		89,956		89,956		8/1/2020
	Blazent, Inc.			Senior Secured	12.0%		1,554,190		1,083,350		388,942		*
	Callisto Media, Inc.			Senior Secured	10.0%		347,101		346,349		346,349		12/1/2020
	Callisto Media, Inc.			Senior Secured	10.0%		514,237		512,647		512,647		3/1/2021
	Callisto Media, Inc.			Senior Secured	10.0%		2,969,724		2,886,210		2,886,210		12/1/2021
	Callisto Media, Inc.			Senior Secured	10.0%		2,970,482		2,944,675		2,944,675		3/1/2022
	Callisto Media, Inc.			Senior Secured	10.0%		2,971,910		2,930,364		2,930,364		9/1/2022
	Callisto Media, Inc.			Senior Secured	10.0%		175,724		175,506		175,506		9/1/2020
	Callisto Media, Inc.			Senior Secured	10.0%		2,971,223		2,939,616		2,939,616		6/1/2022
	Callisto Media, Inc.			Senior Secured	10.0%		2,478,814		2,431,219		2,431,219		9/1/2023
	Callisto Media, Inc.			Senior Secured	10.3%		2,477,676		2,213,582		2,213,582		6/1/2023
	Callisto Media, Inc. Subtotal						17,876,891		17,380,168		17,380,168
	CloudIQ Ltd. ** ^			Senior Secured	12.0%		1,156,720		1,141,113		1,013,678		12/1/2021
	Dolly, Inc.			Senior Secured	12.0%		571,827		563,470		563,470		5/1/2021
	Keyo AI Inc.			Senior Secured	10.0%		390,674		376,934		223,598		8/1/2022
	Klar Holdings Limited ** ^			Senior Secured	12.5%		233,034		192,422		192,422		10/1/2022
	Leap Services, Inc.			Senior Secured	12.0%		407,233		391,561		391,561		6/1/2022
	Lifit, Inc. ** ^			Senior Secured	12.0%		466,001		458,627		458,627		10/1/2022
	Lifit, Inc. ** ^			Senior Secured	12.0%		436,807		410,816		410,816		8/1/2022
	Lifit, Inc. ** ^ Subtotal						902,808		869,443		869,443
	Loansnap Holdings Inc. **			Senior Secured	11.0%		2,643,980		2,503,268		2,131,008		12/1/2022
	PayJoy, Inc. **			Senior Secured	10.0%		493,151		481,929		481,929		8/1/2021



Industry	Borrower	Percent of Net Assets (a)		Collateral	Interest Rate (b)	End of Term Payment (c)	Principal		Cost		Fair Value		Final Maturity Date
	Relimetrics, Inc.			Senior Secured	11.3%		246,998		239,260		239,260		1/1/2022
	Riffyn, Inc.			Senior Secured	11.5%		215,117		213,375		213,375		6/1/2021
	Riffyn, Inc.			Senior Secured	11.5%		327,246		322,043		322,043		3/1/2021
	Riffyn, Inc. Subtotal						542,363		535,418		535,418
	Solugen, Inc.			Senior Secured	11.0%		1,237,787		1,218,803		1,218,803		1/1/2023
	Solugen, Inc.			Senior Secured	11.0%		2,475,088		2,328,821		2,328,821		1/1/2023
	Solugen, Inc.			Senior Secured	11.0%		1,238,389		1,214,042		1,214,042		1/1/2023
	Solugen, Inc. Subtotal						4,951,264		4,761,666		4,761,666
	Thrive Financial, Inc. **			Senior Secured	11.5%		932,094		888,819		888,819		10/1/2022
	Thrive Financial, Inc. **			Senior Secured	9.3%		248,071		248,071		248,071		11/1/2023
	Thrive Financial, Inc. ** Subtotal						1,180,165		1,136,890		1,136,890
	TrueFacet, Inc.			Senior Secured	18.0%		871,610		839,387		23,263		*
	Zeel Networks, Inc.			Senior Secured	11.0%		2,531,182		2,440,980		2,255,725		3/1/2022
Technology Services Total		16.5	%				$	36,760,597	$	35,142,095	$	32,793,277

Wireless
	AirVine Scientific, Inc.			Senior Secured	12.0%		$	112,980	$	110,313	$	110,313	9/1/2022
	AirVine Scientific, Inc.			Senior Secured	12.0%		112,901		106,850		106,850		9/1/2022
	AirVine Scientific, Inc. Subtotal						225,881		217,163		217,163
	Nextivity, Inc.			Senior Secured	12.0%		2,035,219		2,035,145		2,035,145		6/1/2021
	Nextivity, Inc.			Senior Secured	12.0%		555,162		555,162		555,162		6/1/2021
	Nextivity, Inc. Subtotal						2,590,381		2,590,307		2,590,307
	Parallel Wireless, Inc.			Senior Secured	11.8%		6,432,796		6,086,404		6,086,404		6/1/2023
	Parallel Wireless, Inc.			Senior Secured	11.8%		223,994		223,480		223,480		10/1/2020
	Parallel Wireless, Inc.			Senior Secured	11.8%		3,217,537		3,149,543		3,149,543		9/1/2023
	Parallel Wireless, Inc.			Senior Secured	11.8%		3,217,103		3,151,845		3,151,845		8/1/2023
	Parallel Wireless, Inc. Subtotal						13,091,430		12,611,272		12,611,272
Wireless Total		7.7	%				$	15,907,692	$	15,418,742	$	15,418,742
Grand Total		174.8	%				$	391,588,786	$	368,573,987	$	348,279,528

* As of June 30, 2020, loans with a cost basis of $31.6 million and a fair value of $16.0 million were classified as non-accrual. These loans have been accelerated from their original maturity and are due in their entirety. During the period for which these loans have been on non-accrual status, no interest income has been recognized.

** Indicates assets that the Fund deems “non-qualifying assets.” As of June 30, 2020, 11.2% of the Fund’s total assets represented non-qualifying assets. Under Section 55(a) of the 1940 Act, the Fund is prohibited from acquiring any additional non-qualifying assets unless, at the time of acquisition, certain specified qualifying assets (e.g., securities issued by an “eligible portfolio company, ” as defined in Section 2(a)(46)) represent at least 70% of its total assets. As part of this calculation, the numerator consists of the value of the Fund’s investments in all eligible portfolio companies and the denominator consists of total assets less those assets described in Section 55(a)(7) of the 1940 Act.

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

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

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

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

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

See notes to condensed financial statements.

VENTURE LENDING & LEASING VIII, INC.

CONDENSED SCHEDULE OF INVESTMENTS (UNAUDITED)

AS OF DECEMBER 31, 2019



Industry	Borrower	Percent of Net Assets (a)		Collateral	Interest Rate (b)	End of Term Payment (c)	Principal		Cost		Fair Value		Maturity Date

Biotechnology
	Antheia, Inc.			Senior Secured	11.5%		$	1,483,639	$	1,408,221	$	1,408,221	12/1/2022
	Antheia, Inc.			Senior Secured	11.5%		1,485,034		1,457,222		1,457,222		12/1/2022
	Antheia, Inc. Subtotal						2,968,673		2,865,443		2,865,443
	Orpheus Therapeutics, Inc.			Senior Secured	18.0%		178,510		174,288		—		*
	Quartzy, Inc.			Senior Secured	12.0%		742,489		624,980		624,980		8/1/2023
Biotechnology Total		1.7	%				$	3,889,672	$	3,664,711	$	3,490,423

Computers & Storage
	Canary Connect, Inc.			Senior Secured	12.8%		$	577,487	$	509,119	$	509,119	12/1/2020
	Canary Connect, Inc.			Senior Secured	12.8%		2,472,801		2,370,284		2,370,284		3/1/2023
	Canary Connect, Inc. Subtotal						3,050,288		2,879,403		2,879,403
	Rigetti & Co., Inc.			Senior Secured	9.0%	2.8%	194,537		194,122		194,122		1/1/2020
Computers & Storage Total		1.5	%				$	3,244,825	$	3,073,525	$	3,073,525

Enterprise Networking
	SnapRoute, Inc.			Senior Secured	18.0%		$	2,556,019	$	112,500	$	112,500	*
Enterprise Networking Total		—	%				$	2,556,019	$	112,500	$	112,500

Internet
	Ainsly, Inc. ** ^			Senior Secured	12.5%		$	247,301	$	247,301	$	247,301	8/1/2022
	Ainsly, Inc. ** ^			Senior Secured	12.5%		741,853		677,056		677,056		8/1/2022
	Ainsly, Inc. ** ^ Subtotal						989,154		924,357		924,357
	Amino Payments, Inc.			Senior Secured	10.8%		981,305		921,304		921,304		3/1/2022
	Bombfell, Inc.			Senior Secured	11.0%		656,522		647,811		647,811		10/1/2021
	Cesium, Inc.			Senior Secured	10.3%		247,773		228,311		228,311		1/1/2023
	Cesium, Inc.			Senior Secured	10.3%		123,007		120,175		120,175		1/1/2023
	Cesium, Inc. Subtotal						370,780		348,486		348,486
	Clearsurance, Inc.			Senior Secured	10.5%		720,282		711,977		711,977		9/1/2021
	Clearsurance, Inc.			Senior Secured	10.0%		526,436		512,822		512,822		3/1/2021
	Clearsurance, Inc. Subtotal						1,246,718		1,224,799		1,224,799
	Daily Muse, Inc.			Senior Secured	11.0%		2,086,312		2,065,303		2,065,303		12/1/2021
	Daily Muse, Inc.			Senior Secured	11.0%		2,085,902		2,019,749		2,019,749		12/1/2021
	Daily Muse, Inc. Subtotal						4,172,214		4,085,052		4,085,052
	FindShadow, PBC			Senior Secured	11.5%		582,658		552,638		552,638		4/1/2022
	FLYR, Inc.			Senior Secured	11.5%		1,082,930		1,014,161		1,014,161		9/1/2021
	FLYR, Inc.			Senior Secured	11.8%		2,110,021		2,075,718		2,075,718		1/1/2022
	FLYR, Inc. Subtotal						3,192,951		3,089,879		3,089,879
	iZENEtech, Inc. ** ^			Senior Secured	11.0%		2,269,997		2,207,408		2,207,408		1/1/2021
	iZENEtech, Inc. ** ^			Senior Secured	11.0%		3,073,836		3,037,773		3,037,773		6/1/2021
	iZENEtech, Inc. ** ^ Subtotal						5,343,833		5,245,181		5,245,181
	Lenddo International ** ^			Senior Secured	12.0%		930,483		900,030		900,030		1/1/2021
	Linden Research Inc.			Senior Secured	12.0%		2,472,688		2,376,994		2,376,994		6/1/2022
	Linden Research Inc.			Senior Secured	12.0%		2,474,661		2,474,661		2,474,661		6/1/2022
	Linden Research Inc.			Senior Secured	11.0%		902,820		888,448		888,448		3/1/2022
	Linden Research Inc.			Senior Secured	11.0%		4,324,395		4,151,813		4,151,813		9/1/2021
	Linden Research Inc. Subtotal						10,174,564		9,891,916		9,891,916
	Lukla, Inc.			Senior Secured	12.5%		494,770		411,213		411,213		12/1/2022



Industry	Borrower	Percent of Net Assets (a)		Collateral	Interest Rate (b)	End of Term Payment (c)	Principal		Cost		Fair Value		Maturity Date
	Marley Spoon, Inc. **^			Senior Secured	12.0%	2.5%	3,712,354		2,605,484		2,605,484		5/1/2023
	Masse, Inc.			Senior Secured	11.5%		371,266		340,411		340,411		10/1/2022
	Masse, Inc.			Senior Secured	11.5%		371,367		362,237		362,237		1/1/2023
	Masse, Inc. Subtotal						742,633		702,648		702,648
	Merchbar, Inc.			Senior Secured	11.8%		494,959		458,681		458,681		3/1/2023
	MyPizza Technologies, Inc.			Senior Secured	11.5%		4,949,181		4,687,371		4,687,371		12/1/2022
	MyPizza Technologies, Inc.			Senior Secured	11.5%		2,474,878		2,419,067		2,419,067		2/1/2023
	MyPizza Technologies, Inc. Subtotal						7,424,059		7,106,438		7,106,438
	Nimble Rx, Inc.			Senior Secured	12.0%		1,237,263		1,068,622		1,068,622		2/1/2023
	Osix Corporation			Senior Secured	12.3%		81,469		71,706		71,706		12/1/2021
	Protecht, Inc.			Senior Secured	12.5%		814,144		782,670		782,670		12/1/2021
	Relay Network, LLC			Senior Secured	8.0%	4.4%	355,319		350,310		350,310		9/1/2020
	Relay Network, LLC			Senior Secured	8.0%	4.4%	355,349		353,403		353,403		9/1/2020
	Relay Network, LLC Subtotal						710,668		703,713		703,713
	Serface Care, Inc.			Senior Secured	12.3%		218,620		213,640		161,632		2/1/2022
	Serface Care, Inc.			Senior Secured	12.3%		655,700		617,093		466,871		2/1/2022
	Serface Care, Inc. Subtotal						874,320		830,733		628,503
	Spot.IM, Ltd. ** ^			Senior Secured	11.8%		46,419		45,732		45,732		5/1/2020
	Spot.IM, Ltd. ** ^			Senior Secured	12.5%		46,752		46,415		46,415		5/1/2020
	Spot.IM, Ltd. ** ^ Subtotal						93,171		92,147		92,147
	SpotOn Computing, Inc.			Senior Secured	18.0%		1,893,528		1,853,788		944,730		*
	Stay Alfred, Inc.			Senior Secured	11.8%		5,249,888		5,109,248		5,109,248		12/1/2021
	Stay Alfred, Inc.			Senior Secured	12.0%		4,948,899		4,567,733		4,567,733		7/1/2023
	Stay Alfred, Inc. Subtotal						10,198,787		9,676,981		9,676,981
	Tango Card, Inc.			Senior Secured	12.0%		595,825		591,279		591,279		11/1/2020
	Thrive Market, Inc.			Senior Secured	12.3%		6,444,148		6,285,233		6,285,233		4/1/2022
	Verishop, Inc.			Senior Secured	12.0%		2,470,833		2,419,085		2,419,085		12/1/2023
	Verishop, Inc.			Senior Secured	12.0%		2,474,370		2,315,633		2,315,633		12/1/2023
	Verishop, Inc. Subtotal						4,945,203		4,734,718		4,734,718
Internet Total		31.3	%				$	69,398,483	$	65,807,507	$	64,696,219

Medical Devices
	Ablacon, Inc.			Senior Secured	11.0%		$	2,476,651	$	2,318,784	$	2,318,784	3/1/2023
	Anutra Medical, Inc.			Senior Secured	12.0%		247,474		234,112		234,112		10/1/2022
	CytoVale, Inc.			Senior Secured	12.0%		469,059		461,375		461,375		7/1/2022
	CytoVale, Inc.			Senior Secured	12.0%		570,096		561,077		561,077		6/1/2022
	CytoVale, Inc.			Senior Secured	12.0%		520,387		491,789		491,789		3/1/2022
	CytoVale, Inc. Subtotal						1,559,542		1,514,241		1,514,241
	Medrobotics Corporation, Inc.			Senior Secured	12.0%		9,879,965		8,717,603		8,717,603		6/1/2021
	NeuMoDx Molecular, Inc.			Senior Secured	12.0%		2,969,338		2,893,992		2,893,992		4/1/2023
	NeuMoDx Molecular, Inc.			Senior Secured	12.0%		3,459,382		3,247,068		3,247,068		4/1/2023
	NeuMoDx Molecular, Inc.			Senior Secured	12.0%		3,462,834		3,402,907		3,402,907		4/1/2023
	NeuMoDx Molecular, Inc. Subtotal						9,891,554		9,543,967		9,543,967
	RadiAction Ltd. ** ^			Senior Secured	11.5%		752,784		722,644		722,644		10/1/2021
	RadiAction Ltd. ** ^			Senior Secured	11.5%		932,119		917,074		917,074		4/1/2022
	RadiAction Ltd. ** ^ Subtotal						1,684,903		1,639,718		1,639,718
	Renovia, Inc.			Senior Secured	10.5%		7,221,453		7,130,316		7,130,316		3/1/2022
	Renovia, Inc.			Senior Secured	10.5%		1,250,163		1,173,718		1,173,718		6/1/2021
	Renovia, Inc.			Senior Secured	11.0%		394,841		392,580		392,580		11/1/2020
	Renovia, Inc.			Senior Secured	11.0%		220,276		217,530		217,530		6/1/2020
	Renovia, Inc. Subtotal						9,086,733		8,914,144		8,914,144
Medical Devices Total		15.9	%				$	34,826,822	$	32,882,569	$	32,882,569



Industry	Borrower	Percent of Net Assets (a)		Collateral	Interest Rate (b)	End of Term Payment (c)	Principal		Cost		Fair Value		Maturity Date
Other Healthcare
	4G Clinical LLC			Senior Secured	11.0%		$	255,880	$	252,650	$	252,650	7/1/2020
	Caredox, Inc.			Senior Secured	11.8%		941,631		909,177		909,177		10/1/2021
	Clover Health Investments Corporation			Senior Secured	11.3%		9,417,408		9,417,408		9,417,408		10/1/2022
	Clover Health Investments Corporation			Senior Secured	11.0%		14,722,192		14,722,192		14,722,192		3/1/2022
	Clover Health Investments Corporation Subtotal						24,139,600		24,139,600		24,139,600
	Discover Echo, Inc.			Senior Secured	11.0%		321,838		310,782		310,782		12/1/2020
	Emerald Cloud Lab, Inc.			Senior Secured	11.8%		1,989,609		1,845,817		1,845,817		12/1/2021
	GoForward, Inc.			Senior Secured	11.5%		6,188,651		5,511,946		5,511,946		9/1/2023
	Hello Heart Inc.			Senior Secured	10.8%		657,496		634,941		634,941		7/1/2021
	Hello Heart Inc.			Senior Secured	10.8%		1,127,717		1,112,932		1,112,932		10/1/2021
	Hello Heart Inc.			Senior Secured	11.0%		1,238,420		1,152,819		1,152,819		4/1/2023
	Hello Heart Inc. Subtotal						3,023,633		2,900,692		2,900,692
	HumanAPI, Inc.			Senior Secured	11.8%		1,484,721		1,392,560		1,392,560		10/1/2022
	HumanAPI, Inc.			Senior Secured	11.8%		495,054		485,090		485,090		1/1/2023
	HumanAPI, Inc. Subtotal						1,979,775		1,877,650		1,877,650
	MD Revolution, Inc.			Senior Secured	12.5%		139,624		138,801		138,801		3/1/2020
	mPharma Data, Inc. ** ^			Senior Secured	10.0%		135,340		133,045		133,045		11/1/2020
	mPharma Data, Inc. ** ^			Senior Secured	10.0%		181,549		180,264		180,264		3/1/2021
	mPharma Data, Inc. ** ^			Senior Secured	10.0%		2,156,367		2,111,258		2,111,258		11/1/2021
	mPharma Data, Inc. ** ^ Subtotal						2,473,256		2,424,567		2,424,567
	Myolex, Inc.			Senior Secured	18.0%		762,531		726,537		238,967		*
	Naked Biome, Inc.			Senior Secured	12.0%		651,850		635,826		453,520		3/1/2021
	Robin Care, Inc.			Senior Secured	11.5%		816,636		777,359		777,359		7/1/2021
	Sparta Software Corporation			Senior Secured	11.5%	2.2%	483,127		465,420		465,420		5/1/2022
	Sparta Software Corporation			Senior Secured	10.0%	2.5%	42,282		41,691		41,691		6/1/2020
	Sparta Software Corporation Subtotal						525,409		507,111		507,111
	Therapydia, Inc.			Senior Secured	11.5%		268,581		250,097		250,097		8/1/2022
	Therapydia, Inc.			Senior Secured	11.5%		296,807		290,255		290,255		12/1/2022
	Therapydia, Inc.			Senior Secured	12.0%	1.7%	124,078		114,084		114,084		3/1/2023
	Therapydia, Inc.			Senior Secured	11.5%		296,837		289,983		289,983		1/1/2023
	Therapydia, Inc.			Senior Secured	12.5%	1.7%	123,953		123,953		123,953		6/1/2023
	Therapydia, Inc. Subtotal						1,110,256		1,068,372		1,068,372
	Zillion Group, Inc.			Senior Secured	12.0%		431,509		428,038		189,940		12/1/2020
	Zillion Group, Inc.			Senior Secured	12.0%		257,943		253,831		112,636		7/1/2020
	Zillion Group, Inc. Subtotal						689,452		681,869		302,576
Other Healthcare Total		21.1	%				$	46,009,631	$	44,708,756	$	43,659,587

Other Technology
	8i Corporation			Senior Secured	11.8%		$	1,191,490	$	1,173,344	$	1,173,344	12/1/2020
	Abiquo Group, Inc. ** ^			Senior Secured	12.0%		330,055		316,725		316,725		7/1/2021
	Aclima, Inc.			Senior Secured	12.0%		2,487,792		2,434,107		2,434,107		*
	Antitoxin Technologies Inc. ** ^			Senior Secured	11.5%		495,198		458,025		458,025		9/1/2022
	Apollo Flight Research Inc.			Senior Secured	11.0%		495,063		474,151		474,151		6/1/2022
	AvantStay, Inc.			Senior Secured	11.0%		990,006		950,647		950,647		6/1/2022
	Beanfields, PBC			Senior Secured	12.5%		865,388		811,782		811,782		3/1/2023
	BloomLife, Inc.			Senior Secured	12.0%		44,885		44,433		44,433		4/1/2020
	Brightside Benefit, Inc.			Senior Secured	12.4%		989,026		970,529		970,529		3/1/2023
	Brightside Benefit, Inc.			Senior Secured	12.1%		689,624		649,139		649,139		9/1/2022
	Brightside Benefit, Inc. Subtotal						1,678,650		1,619,668		1,619,668
	BW Industries, Inc.			Senior Secured	11.8%		1,979,819		1,757,319		1,757,319		5/1/2023
	BW Industries, Inc.			Senior Secured	11.8%		1,979,730		1,927,230		1,927,230		6/1/2023
	BW Industries, Inc. Subtotal						3,959,549		3,684,549		3,684,549



Industry	Borrower	Percent of Net Assets (a)	Collateral	Interest Rate (b)	End of Term Payment (c)	Principal	Cost	Fair Value	Maturity Date
	Consumer Physics, Inc. ** ^		Senior Secured	11.0%		822,854	787,630	729,155	1/1/2022
	DOSH Holdings, Inc.		Senior Secured	11.0%		1,237,779	1,218,953	1,218,953	6/1/2022
	DOSH Holdings, Inc.		Senior Secured	11.0%		4,949,699	4,743,973	4,743,973	6/1/2022
	DOSH Holdings, Inc. Subtotal					6,187,478	5,962,926	5,962,926
	Eguana Technologies, Inc. ** ^		Senior Secured	12.5%		1,926,928	1,881,900	1,881,900	2/1/2022
	ESM Group International , Inc.		Senior Secured	12.0%		445,808	417,698	417,698	12/1/2021
	Fitplan, Inc. ** ^		Senior Secured	12.5%		225,795	225,795	225,795	3/1/2022
	Fitplan, Inc. ** ^		Senior Secured	12.5%		677,222	647,498	647,498	3/1/2022
	Fitplan, Inc. ** ^		Senior Secured	12.5%		451,727	437,617	437,617	3/1/2022
	Fitplan, Inc. ** ^ Subtotal					1,354,744	1,310,910	1,310,910
	Flo Water, Inc.		Senior Secured	11.5%		64,052	62,946	62,946	5/1/2020
	Flo Water, Inc.		Senior Secured	11.4%		548,207	533,916	533,916	5/1/2021
	Flo Water, Inc. Subtotal					612,259	596,862	596,862
	Gap Year Global, Inc.		Senior Secured	18.0%		90,768	86,359	—	*
	Heartwork, Inc.		Senior Secured	18.0%		379,462	371,981	73,494	*
	Higher Ground Education, Inc.		Senior Secured	12.5%		2,471,753	2,313,925	2,313,925	1/1/2023
	Higher Ground Education, Inc.		Senior Secured	12.5%		494,598	483,148	483,148	5/1/2023
	Higher Ground Education, Inc.		Senior Secured	12.5%		494,718	482,359	482,359	8/1/2023
	Higher Ground Education, Inc.		Senior Secured	12.5%		1,483,595	1,450,927	1,450,927	4/1/2023
	Higher Ground Education, Inc. Subtotal					4,944,664	4,730,359	4,730,359
	Hint, Inc.		Senior Secured	11.0%		1,321,439	1,277,918	1,277,918	3/1/2021
	Hint, Inc.		Senior Secured	11.0%		1,724,265	1,610,424	1,610,424	8/1/2021
	Hint, Inc.		Senior Secured	11.0%		1,644,377	1,644,377	1,644,377	7/1/2021
	Hint, Inc. Subtotal					4,690,081	4,532,719	4,532,719
	June Life, Inc.		Senior Secured	11.8%		129,682	128,895	128,895	3/1/2020
	June Life, Inc.		Senior Secured	11.8%		129,691	129,319	129,319	3/1/2020
	June Life, Inc. Subtotal					259,373	258,214	258,214
	Kobo360, Inc. ** ^		Senior Secured	11.3%		188,120	188,120	188,120	9/1/2020
	Kobo360, Inc. ** ^		Senior Secured	11.3%		127,168	125,342	125,342	6/1/2020
	Kobo360, Inc. ** ^ Subtotal					315,288	313,462	313,462
	Kogniz, Inc.		Senior Secured	12.8%		271,626	225,274	225,274	9/1/2021
	LanzaTech New Zealand Ltd.		Senior Secured	13.0%		355,735	351,225	351,225	3/1/2020
	LanzaTech New Zealand Ltd.		Senior Secured	13.0%		1,033,301	1,027,200	1,027,200	9/1/2020
	LanzaTech New Zealand Ltd.		Senior Secured	13.3%		1,336,381	1,328,045	1,328,045	3/1/2021
	LanzaTech New Zealand Ltd. Subtotal					2,725,417	2,706,470	2,706,470
	Make School, Inc.		Senior Secured	11.3%		690,328	667,484	667,484	8/1/2021
	Neuehouse, LLC		Senior Secured	12.0%		1,750,000	1,297,265	1,297,265	*
	Nevada Nanotech Systems, Inc.		Senior Secured	12.0%		628,788	595,193	595,193	6/1/2021
	NewGlobe Schools, Inc.		Senior Secured	12.5%		3,954,583	3,784,146	3,784,146	8/1/2022
	Northern Quinoa Production Corporation ** ^		Senior Secured	12.0%		6,904,047	6,577,787	6,577,787	5/1/2022
	Noteleaf, Inc.		Senior Secured	11.0%		489,249	485,228	485,228	9/1/2020
	Noteleaf, Inc.		Senior Secured	12.5%		1,483,247	1,404,471	1,404,471	4/1/2023
	Noteleaf, Inc. Subtotal					1,972,496	1,889,699	1,889,699
	Opya, Inc.		Senior Secured	12.0%		989,594	936,064	936,064	1/1/2023
	Opya, Inc.		Senior Secured	12.0%		260,121	251,996	251,996	4/1/2021
	Opya, Inc. Subtotal					1,249,715	1,188,060	1,188,060
	PDQ Enterprises LLC **		Senior Secured	11.0%		1,597,950	1,583,889	1,583,890	2/1/2021
	Percepto Robotics, Ltd. ** ^		Senior Secured	12.5%		220,862	217,253	217,253	8/1/2020
	Percepto Robotics, Ltd. ** ^		Senior Secured	12.5%		129,824	128,631	128,631	12/1/2020
	Percepto Robotics, Ltd. ** ^ Subtotal					350,686	345,884	345,884
	Percepto, Inc.		Senior Secured	11.8%		1,485,000	1,390,197	1,390,197	11/1/2022
	Pitzi, Ltd. ** ^		Senior Secured	12.0%		494,932	337,890	337,890	11/1/2023
	PLAE, Inc.		Senior Secured	9.0%	3.2%	621,378	613,950	365,026	12/1/2020



Industry	Borrower	Percent of Net Assets (a)		Collateral	Interest Rate (b)	End of Term Payment (c)	Principal		Cost		Fair Value		Maturity Date
	Plant Prefab, Inc.			Senior Secured	11.0%		436,815		429,152		429,152		2/1/2022
	Plant Prefab, Inc.			Senior Secured	11.0%		436,736		408,403		408,403		2/1/2022
	Plant Prefab, Inc.			Senior Secured	11.0%		495,230		485,444		485,444		8/1/2022
	Plant Prefab, Inc. Subtotal						1,368,781		1,322,999		1,322,999
	Platform Science, Inc.			Senior Secured	12.0%		1,092,405		1,025,274		1,025,274		2/1/2022
	Plenty Unlimited, Inc.			Senior Secured	9.0%	9.4%	720,381		715,351		715,351		3/1/2021
	Plenty Unlimited, Inc.			Senior Secured	9.0%	11.7%	669,055		657,374		657,374		1/1/2021
	Plenty Unlimited, Inc.			Senior Secured	9.0%	11.7%	2,129,724		2,074,807		2,074,807		9/1/2021
	Plenty Unlimited, Inc. Subtotal						3,519,160		3,447,532		3,447,532
	Plethora, Inc.			Senior Secured	11.2%		2,666,486		2,426,198		2,426,198		3/1/2022
	Redaptive, Inc.			Senior Secured	12.0%		4,947,392		4,702,878		4,702,878		12/1/2022
	Romaine Empire, Inc.			Senior Secured	12.3%	3.6%	2,984,037		2,923,783		2,923,783		2/1/2023
	Romaine Empire, Inc.			Senior Secured	11.0%	4.1%	2,989,549		2,821,203		2,821,203		2/1/2023
	Romaine Empire, Inc. Subtotal						5,973,586		5,744,986		5,744,986
	Saber es Poder, Inc.			Senior Secured	10.5%		240,399		241,229		241,229		5/1/2022
	Saber es Poder, Inc.			Senior Secured	10.5%		451,402		431,977		431,977		3/1/2022
	Saber es Poder, Inc. Subtotal						691,801		673,206		673,206
	Saltbox, Inc.			Senior Secured	12.3%		494,667		468,114		468,114		6/1/2023
	SkyKick, Inc.			Senior Secured	10.5%		179,654		178,576		178,576		10/1/2020
	SkyKick, Inc.			Senior Secured	10.5%		196,798		195,475		195,475		11/1/2020
	SkyKick, Inc.			Senior Secured	10.5%		329,036		325,320		325,320		6/1/2020
	SkyKick, Inc.			Senior Secured	11.0%		4,949,290		4,766,396		4,766,396		6/1/2022
	SkyKick, Inc. Subtotal						5,654,778		5,465,767		5,465,767
	Strong Arm Technologies, Inc.			Senior Secured	12.0%		671,229		652,092		652,092		5/1/2021
	Sustainable Living Partners, LLC			Senior Secured	12.5%		4,947,179		4,164,487		4,164,487		8/1/2023
	TAE Technologies, Inc.			Senior Secured	12.5%		5,320,565		5,205,605		5,205,605		3/1/2021
	TAE Technologies, Inc.			Senior Secured	12.5%		1,411,739		1,397,787		1,397,787		4/1/2021
	TAE Technologies, Inc. Subtotal						6,732,304		6,603,392		6,603,392
	Terramera, Inc. ** ^			Senior Secured	12.0%		520,302		514,091		514,091		4/1/2021
	Terramera, Inc. ** ^			Senior Secured	12.0%		1,040,372		1,001,921		1,001,921		4/1/2021
	Terramera, Inc. ** ^ Subtotal						1,560,674		1,516,012		1,516,012
	Theatro Labs, Inc.			Senior Secured	12.0%		1,343,387		1,308,538		1,308,538		8/1/2022
	Thras.io, Inc.			Senior Secured	12.0%	47.3%	457,896		457,896		457,896		7/1/2024
	Thras.io, Inc.			Senior Secured	12.0%	47.4%	281,514		250,101		250,101		4/1/2024
	Thras.io, Inc.			Senior Secured	12.0%	45.1%	368,336		368,336		368,336		6/1/2024
	Thras.io, Inc.			Senior Secured	12.0%	45.1%	276,852		276,852		276,852		6/1/2024
	Thras.io, Inc.			Senior Secured	12.0%	45.1%	186,943		186,943		186,943		4/1/2024
	Thras.io, Inc.			Senior Secured	12.0%	47.3%	91,070		91,070		91,070		8/1/2024
	Thras.io, Inc.			Senior Secured	12.0%	45.1%	185,880		185,880		185,880		5/1/2024
	Thras.io, Inc. Subtotal						1,848,491		1,817,078		1,817,078
	UniEnergy Technologies LLC			Senior Secured	12.3%		2,622,584		2,355,691		1,933,768		12/1/2020
	Veev Group, Inc.			Senior Secured	12.5%		814,961		785,872		785,872		12/1/2021
	Velo Holdings Limited			Senior Secured	12.0%		2,473,359		2,326,791		2,326,791		6/1/2022
	Virtuix Holdings, Inc.			Senior Secured	12.3%		232,911		228,261		228,261		4/1/2022
	Virtuix Holdings, Inc.			Senior Secured	11.0%		191,811		189,767		189,767		7/1/2020
	Virtuix Holdings, Inc. Subtotal						424,722		418,028		418,028
	Voodoo Manufacturing, Inc.			Senior Secured	12.0%		338,714		314,676		314,676		3/1/2022
	Wheels Labs, Inc.			Senior Secured	12.5%		4,448,446		4,301,016		4,301,016		8/1/2022
	Wine Plum, Inc.			Senior Secured	12.5%		989,226		940,635		940,635		9/1/2022
Other Technology Total		52.3	%				$	114,889,061	$	109,202,901	$	108,088,734

Security
	Axonius, Inc.			Senior Secured	12.0%		$	361,483	$	350,280	$	350,280	9/1/2021
	Karamba Security Ltd. ** ^			Senior Secured	12.0%		1,220,509		1,075,646		1,075,646		12/1/2021



Industry	Borrower	Percent of Net Assets (a)		Collateral	Interest Rate (b)	End of Term Payment (c)	Principal		Cost		Fair Value		Maturity Date
	Nok Nok Labs, Inc.			Senior Secured	12.5%		848,037		831,014		831,014		6/1/2022
	Nok Nok Labs, Inc.			Senior Secured	12.5%		278,668		262,884		262,884		12/1/2020
	Nok Nok Labs, Inc. Subtotal						1,126,705		1,093,898		1,093,898
	Safetrust Holdings, Inc.			Senior Secured	12.5%		314,927		295,554		295,554		6/1/2021
Security Total		1.4	%				$	3,023,624	$	2,815,378	$	2,815,378

Semiconductors & Equipment
	ETA Compute, Inc.			Senior Secured	12.0%		$	1,176,312	$	1,137,034	$	1,137,034	11/1/2021
	ETA Compute, Inc.			Senior Secured	10.5%		72,471		72,179		72,179		8/1/2020
	ETA Compute, Inc. Subtotal						1,248,783		1,209,213		1,209,213
	Innophase, Inc.			Senior Secured	11.8%		1,884,639		1,862,313		1,862,313		6/1/2021
	Innophase, Inc.			Senior Secured	11.8%		4,394,928		4,289,442		4,289,442		6/1/2021
	Innophase, Inc. Subtotal						6,279,567		6,151,755		6,151,755
Semiconductors & Equipment Total		3.6	%				$	7,528,350	$	7,360,968	$	7,360,968

Software
	Alkanza Inc.			Senior Secured	18.0%		$	677,531	$	317,479	$	160,154	*
	Aptible, Inc.			Senior Secured	11.8%		114,677		113,163		113,163		2/1/2021
	ArborMetrix, Inc.			Senior Secured	12.5%		1,484,138		1,392,854		1,392,854		6/1/2023
	ArborMetrix, Inc.			Senior Secured	11.5%		911,698		911,697		911,698		6/1/2022
	ArborMetrix, Inc.			Senior Secured	11.5%		3,189,498		3,075,942		3,075,942		6/1/2022
	ArborMetrix, Inc. Subtotal						5,585,334		5,380,493		5,380,494
	Blockdaemon, Inc.			Senior Secured	11.3%		247,542		238,275		238,275		6/1/2022
	Blockdaemon, Inc.			Senior Secured	11.3%		172,574		160,081		160,081		8/1/2021
	Blockdaemon, Inc. Subtotal						420,116		398,356		398,356
	Bloomboard, Inc.			Senior Secured	11.5%		2,501,330		1,726,360		1,609,258		*
	BlueCart, Inc.			Senior Secured	12.5%		17,613		17,561		17,561		1/1/2020
	BlueCart, Inc.			Senior Secured	12.8%		8,832		8,821		8,821		1/1/2020
	BlueCart, Inc. Subtotal						26,445		26,382		26,382
	Canary Technologies Corp.			Senior Secured	11.5%		247,445		227,240		227,240		6/1/2023
	Censia Inc.			Senior Secured	11.0%		990,325		929,044		929,044		10/1/2022
	Cloudleaf, Inc.			Senior Secured	12.0%		666,338		644,009		644,009		9/1/2021
	Cloudleaf, Inc.			Senior Secured	12.0%		1,484,964		1,348,759		1,348,759		8/1/2023
	Cloudleaf, Inc. Subtotal						2,151,302		1,992,768		1,992,768
	DealPath, Inc.			Senior Secured	11.0%		931,379		917,163		917,163		5/1/2021
	DemystData Limited			Senior Secured	11.8%		128,725		128,085		128,085		7/1/2020
	DemystData Limited			Senior Secured	11.8%		185,689		182,801		182,801		5/1/2020
	DemystData Limited Subtotal						314,414		310,886		310,886
	Drift Marketplace, Inc.			Senior Secured	11.0%		21,052		21,008		21,008		3/1/2020
	Drift Marketplace, Inc.			Senior Secured	11.0%		27,932		27,877		27,877		3/1/2020
	Drift Marketplace, Inc.			Senior Secured	11.0%		20,949		20,782		20,782		3/1/2020
	Drift Marketplace, Inc. Subtotal						69,933		69,667		69,667
	Dynamics, Inc.			Senior Secured	12.5%		5,196,946		4,670,012		4,670,012		8/1/2021
	Eskalera, Inc.			Senior Secured	10.5%		991,021		946,027		946,027		3/1/2023
	Estify, Inc.			Senior Secured	18.0%		842,819		818,731		261,969		*
	Fortress IQ, Inc.			Senior Secured	11.3%		502,728		486,738		486,738		11/1/2021
	Gearbox Software, LLC			Senior Secured	11.0%		790,132		787,238		787,238		11/1/2020
	Gearbox Software, LLC			Senior Secured	11.0%		977,945		952,724		952,724		9/1/2020
	Gearbox Software, LLC			Senior Secured	11.0%		1,322,592		1,317,050		1,317,050		3/1/2021
	Gearbox Software, LLC Subtotal						3,090,669		3,057,012		3,057,012
	GoFormz, Inc.			Senior Secured	12.0%		716,482		683,705		683,705		11/1/2020
	ICX Media, Inc.			Senior Secured	12.5%		480,312		446,415		446,415		5/1/2022
	Interana, Inc.			Senior Secured	11.3%		1,880,980		1,838,925		1,838,925		6/1/2021



Industry	Borrower	Percent of Net Assets (a)	Collateral	Interest Rate (b)	End of Term Payment (c)	Principal	Cost	Fair Value	Maturity Date
	Invoice2Go, Inc.		Senior Secured	11.8%		909,506	909,506	909,506	4/1/2021
	Invoice2Go, Inc.		Senior Secured	11.8%		909,416	893,275	893,275	4/1/2021
	Invoice2Go, Inc.		Senior Secured	12.0%		989,381	973,707	973,707	11/1/2022
	Invoice2Go, Inc.		Senior Secured	12.0%		988,333	938,608	938,608	6/1/2023
	Invoice2Go, Inc.		Senior Secured	11.8%		221,827	217,619	217,619	6/1/2020
	Invoice2Go, Inc.		Senior Secured	11.8%		779,652	779,652	779,652	4/1/2021
	Invoice2Go, Inc.		Senior Secured	12.0%		989,796	971,709	971,709	3/1/2023
	Invoice2Go, Inc.		Senior Secured	12.0%		902,694	811,358	811,358	3/1/2022
	Invoice2Go, Inc.		Senior Secured	12.0%		988,950	975,628	975,628	7/1/2022
	Invoice2Go, Inc. Subtotal					7,679,555	7,471,062	7,471,062
	Ipolipo, Inc.		Senior Secured	12.0%		2,181,071	2,058,286	2,058,286	6/1/2022
	JethroData, Inc. ** ^		Senior Secured	18.0%		704,868	681,877	327,328	*
	Loft, Inc.		Senior Secured	11.8%		499,368	482,126	482,126	9/1/2021
	Lucideus, Inc.		Senior Secured	12.0%		494,988	448,935	448,935	2/1/2023
	Medable, Inc.		Senior Secured	12.0%		989,897	968,703	968,703	2/1/2023
	Medable, Inc.		Senior Secured	12.0%		1,979,560	1,815,140	1,815,140	2/1/2023
	Medable, Inc. Subtotal					2,969,457	2,783,843	2,783,843
	Metarail, Inc.		Senior Secured	12.0%		672,294	649,249	285,595	6/1/2022
	Metawave Corporation		Senior Secured	12.0%		937,979	906,739	906,739	7/1/2022
	Migo Money, Inc. ** ^		Senior Secured	12.3%		610,858	574,762	574,762	12/1/2021
	Migo Money, Inc. ** ^		Senior Secured	12.5%		451,529	451,529	451,529	3/1/2022
	Migo Money, Inc. ** ^		Senior Secured	12.0%		129,034	126,786	126,786	7/1/2020
	Migo Money, Inc. ** ^ Subtotal					1,191,421	1,153,077	1,153,077
	OrderGroove, Inc.		Senior Secured	12.0%		1,236,848	1,214,197	1,214,197	6/1/2023
	OrderGroove, Inc.		Senior Secured	12.0%		2,472,099	2,352,429	2,352,429	6/1/2023
	OrderGroove, Inc.		Senior Secured	12.0%		1,237,123	1,212,501	1,212,501	6/1/2023
	OrderGroove, Inc. Subtotal					4,946,070	4,779,127	4,779,127
	Owl Cameras, Inc.		Senior Secured	18.0%		3,461,552	2,866,672	2,322,293	*
	PlushCare, Inc.		Senior Secured	11.8%		721,024	706,066	706,066	5/1/2022
	PlushCare, Inc.		Senior Secured	11.8%		960,569	917,175	917,175	5/1/2022
	PlushCare, Inc. Subtotal					1,681,593	1,623,241	1,623,241
	PrivCo Holdings, Inc.		Senior Secured	12.0%		249,311	241,418	241,418	2/1/2021
	Ready Education Inc. ** ^		Senior Secured	11.5%		180,541	180,541	180,541	9/1/2021
	Ready Education Inc. ** ^		Senior Secured	11.5%		349,214	349,214	349,214	9/1/2021
	Ready Education Inc. ** ^ Subtotal					529,755	529,755	529,755
	Resilio, Inc.		Senior Secured	12.8%		133,441	116,663	116,663	3/1/2021
	Resilio, Inc.		Senior Secured	12.8%		149,688	149,688	149,688	5/1/2021
	Resilio, Inc. Subtotal					283,129	266,351	266,351
	Splitwise, Inc.		Senior Secured	12.3%		494,768	467,646	467,646	12/1/2022
	Stitch Labs, Inc.		Senior Secured	12.0%		1,310,480	1,234,947	1,234,947	2/1/2022
	Stitch Labs, Inc.		Senior Secured	12.3%		741,828	728,702	728,702	6/1/2022
	Stitch Labs, Inc. Subtotal					2,052,308	1,963,649	1,963,649
	Swivel, Inc.		Senior Secured	12.0%		240,927	224,342	224,342	8/1/2022
	Swivel, Inc.		Senior Secured	12.0%		247,319	247,319	247,319	10/1/2022
	Swivel, Inc. Subtotal					488,246	471,661	471,661
	Swrve, Inc.		Senior Secured	11.8%		726,455	715,263	715,263	11/1/2020
	Talla, Inc.		Senior Secured	12.5%		480,218	448,442	448,442	5/1/2022
	The/Studio Technologies, Inc.		Senior Secured	11.0%		165,210	161,987	161,987	6/1/2020
	Trendalytics Innovation Labs, Inc.		Senior Secured	12.8%		296,547	267,283	267,283	6/1/2022
	Truthset, Inc.		Senior Secured	10.5%		371,630	337,302	337,302	2/1/2023
	Truthset, Inc.		Senior Secured	10.5%		371,714	371,714	371,714	5/1/2023
	Truthset, Inc. Subtotal					743,344	709,016	709,016



Industry	Borrower	Percent of Net Assets (a)		Collateral	Interest Rate (b)	End of Term Payment (c)	Principal		Cost		Fair Value		Maturity Date
	VenueNext, Inc.			Senior Secured	11.0%		276,785		272,729		272,729		5/1/2020
	VenueNext, Inc.			Senior Secured	11.3%		1,128,399		1,114,885		1,114,885		10/1/2021
	VenueNext, Inc.			Senior Secured	11.3%		987,863		983,492		983,492		7/1/2021
	VenueNext, Inc. Subtotal						2,393,047		2,371,106		2,371,106
	Venuetize, LLC			Senior Secured	12.3%		214,880		195,955		195,955		4/1/2022
	Vuemix, Inc.			Senior Secured	11.3%		98,925		97,130		97,130		11/1/2020
	Workspot, Inc.			Senior Secured	12.0%		742,204		684,512		684,512		8/1/2022
	Workspot, Inc.			Senior Secured	12.0%		742,358		721,400		721,400		10/1/2022
	Workspot, Inc.			Senior Secured	12.0%		166,673		162,904		162,904		6/1/2020
	Workspot, Inc.			Senior Secured	12.0%		542,190		510,896		510,896		9/1/2021
	Workspot, Inc.			Senior Secured	12.0%		323,670		320,329		320,329		12/1/2020
	Workspot, Inc. Subtotal						2,517,095		2,400,041		2,400,041
	Xeeva, Inc.			Senior Secured	12.0%		636,722		634,250		634,250		7/1/2020
Software Total		29.6	%				$	67,522,364	$	63,201,753	$	61,107,983

Technology Services
	AirHelp, Inc.			Senior Secured	10.0%		$	224,210	$	222,872	$	222,872	10/1/2020
	AirHelp, Inc.			Senior Secured	10.0%		158,653		158,004		158,004		7/1/2020
	AirHelp, Inc.			Senior Secured	10.0%		228,495		226,378		226,378		5/1/2020
	AirHelp, Inc. Subtotal						611,358		607,254		607,254
	Akademos, Inc.			Junior Secured	13.5%	1.5%	310,059		296,533		296,533		8/1/2020
	Blazent, Inc.			Senior Secured	12.0%		1,554,190		1,176,871		519,570		*
	Blue Technologies Limited ** ^			Senior Secured	11.0%		73,765		73,282		73,282		4/1/2020
	Callisto Media, Inc.			Senior Secured	10.0%		867,752		863,859		863,859		6/1/2020
	Callisto Media, Inc.			Senior Secured	10.0%		2,973,269		2,919,744		2,919,744		9/1/2022
	Callisto Media, Inc.			Senior Secured	10.0%		514,237		512,656		512,656		9/1/2020
	Callisto Media, Inc.			Senior Secured	10.0%		677,238		674,538		674,538		12/1/2020
	Callisto Media, Inc.			Senior Secured	10.0%		836,205		832,109		832,109		3/1/2021
	Callisto Media, Inc.			Senior Secured	10.0%		2,971,195		2,839,762		2,839,762		12/1/2021
	Callisto Media, Inc.			Senior Secured	10.0%		2,971,910		2,934,804		2,934,804		3/1/2022
	Callisto Media, Inc.			Senior Secured	10.3%		2,475,086		2,171,160		2,171,160		6/1/2023
	Callisto Media, Inc.			Senior Secured	10.0%		2,972,615		2,929,981		2,929,981		6/1/2022
	Callisto Media, Inc. Subtotal						17,259,507		16,678,613		16,678,613
	CloudIQ Ltd. ** ^			Senior Secured	12.0%		431,489		409,763		409,763		12/1/2020
	CloudIQ Ltd. ** ^			Senior Secured	12.0%		564,266		564,266		564,266		4/1/2021
	CloudIQ Ltd. ** ^			Senior Secured	12.0%		465,206		465,206		465,206		1/1/2021
	CloudIQ Ltd. ** ^ Subtotal						1,460,961		1,439,235		1,439,235
	Dolly, Inc.			Senior Secured	12.0%		610,970		597,981		597,981		5/1/2021
	Keyo AI Inc.			Senior Secured	10.0%		436,352		414,912		414,912		2/1/2022
	Klar Holdings Limited ** ^			Senior Secured	12.5%		247,346		192,549		192,549		10/1/2022
	Leap Services, Inc.			Senior Secured	12.0%		494,731		471,508		471,508		6/1/2022
	Liftit, Inc. ** ^			Senior Secured	12.0%		494,791		484,576		484,576		10/1/2022
	Liftit, Inc. ** ^			Senior Secured	12.0%		494,641		457,564		457,564		8/1/2022
	Liftit, Inc. ** ^ Subtotal						989,432		942,140		942,140
	Loansnap Holdings Inc. **			Senior Secured	11.0%		2,723,258		2,610,640		2,610,640		6/1/2022
	PayJoy, Inc. **			Senior Secured	10.0%		687,580		665,991		665,991		8/1/2021
	Relimetrics, Inc.			Senior Secured	11.3%		316,328		303,649		303,649		1/1/2022
	Riffyn, Inc.			Senior Secured	11.5%		313,787		310,118		310,118		6/1/2021
	Riffyn, Inc.			Senior Secured	11.5%		530,315		517,038		517,038		3/1/2021
	Riffyn, Inc. Subtotal						844,102		827,156		827,156
	Solugen, Inc.			Senior Secured	11.0%		2,476,420		2,284,875		2,284,875		1/1/2023
	Solugen, Inc.			Senior Secured	11.0%		1,238,440		1,213,420		1,213,420		1/1/2023
	Solugen, Inc. Subtotal						3,714,860		3,498,295		3,498,295



Industry	Borrower	Percent of Net Assets (a)		Collateral	Interest Rate (b)	End of Term Payment (c)	Principal		Cost		Fair Value		Maturity Date
	Thrive Financial, Inc. **			Senior Secured	11.5%		990,014		930,252		930,252		10/1/2022
	TrueFacet, Inc.			Senior Secured	18.0%		946,610		893,580		4,969		*
	Zeel Networks, Inc.			Senior Secured	11.0%		2,694,235		2,595,529		2,595,529		3/1/2022
Technology Services Total		16.3	%				$	36,965,658	$	35,215,970	$	33,670,058

Wireless
	AirVine Scientific, Inc.			Senior Secured	12.0%		$	123,714	$	115,226	$	115,226	9/1/2022
	Juvo Mobile, Inc. **			Senior Secured	11.0%		37,413		37,350		37,350		2/1/2020
	Juvo Mobile, Inc. **			Senior Secured	11.0%		18,792		18,773		18,773		1/1/2020
	Juvo Mobile, Inc. ** Subtotal						56,205		56,123		56,123
	Nextivity, Inc.			Senior Secured	12.0%		808,783		808,783		808,783		6/1/2021
	Nextivity, Inc.			Senior Secured	12.0%		2,964,747		2,964,591		2,964,591		6/1/2021
	Nextivity, Inc. Subtotal						3,773,530		3,773,374		3,773,374
	Parallel Wireless, Inc.			Senior Secured	11.8%		6,410,893		5,992,157		5,992,157		6/1/2023
	Parallel Wireless, Inc.			Senior Secured	11.8%		543,960		541,246		541,246		10/1/2020
	Parallel Wireless, Inc.			Senior Secured	11.8%		522,646		519,754		519,754		4/1/2020
	Parallel Wireless, Inc. Subtotal						7,477,499		7,053,157		7,053,157
Wireless Total		5.3	%				$	11,430,948	$	10,997,880	$	10,997,880
Grand Total		180.0	%				$	401,285,457	$	379,044,418	$	371,955,824

* As of December 31, 2019, loans with a cost basis of $15.5 million and a fair value of $10.3 million were classified as non-accrual. These loans have been accelerated from their original maturity and are due in their entirety. During the period for which these loans have been on non-accrual status, no interest income has been recognized.

** Indicates assets that the Fund deems “non-qualifying assets.” As of December 31, 2019, 10.2% of the Fund’s total assets represented non-qualifying assets. Under Section 55(a) of the 1940 Act, the Fund is prohibited from acquiring any additional non-qualifying assets unless, at the time of acquisition, certain specified qualifying assets (e.g., securities issued by an “eligible portfolio company,” as defined in Section 2(a)(46)) represent at least 70% of its total assets. As part of this calculation, the numerator consists of the value of the Fund’s investments in all eligible portfolio companies and the denominator consists of total assets less those assets described in Section 55(a)(7) of the 1940 Act.

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

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

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

See notes to condensed financial statements.

VENTURE LENDING & LEASING VIII, INC.

CONDENSED SCHEDULES OF DERIVATIVE INSTRUMENTS (UNAUDITED)

AS OF JUNE 30, 2020 AND DECEMBER 31, 2019



			AS OF JUNE 30, 2020
Description and terms of payments to be received from another party	Description and terms of payments to be paid to another party	Counterparty	Maturity Date	Notional Amount		Value			Upfront payments / receipts		Unrealized appreciation / (depreciation) (b)

Interest Rate Swap and Floor Agreements

Floating interest rate greater of USD-LIBOR-BBA or 0.00%, to be received monthly	Fixed interest rate 2.005%, to be paid monthly	MUFG Union Bank, N.A.	9/11/2020	$	90,000,000	$	(334,352	)	$	—	$	(334,352	)

Interest Rate Collar

Floating interest rate with cap rate of 1.00% to be received monthly	Floor interest rate 0.4850%, to be paid monthly	MUFG Union Bank, N.A.	9/11/2020	$	30,000,000	$	(19,071	)	$	—	$	(19,071	)

Total				$	120,000,000	$	(353,423	)	$	—	$	(353,423	)


			AS OF DECEMBER 31, 2019
Description and terms of payments to be received from another party	Description and terms of payments to be paid to another party	Counterparty	Maturity Date (a)	Notional Amount		Value			Upfront payments / receipts		Unrealized appreciation / (depreciation) (b)

Cancellable Interest Rate Swap

Floating interest rate USD-LIBOR-BBA	Fixed interest rate 2.200%, to be paid monthly	MUFG Union Bank, N.A.	9/11/2020	$	102,000,000	$	(120,233	)	$	—	$	(120,233	)

Interest Rate Swap and Floor

Floating interest rate greater of USD-LIBOR-BBA or 0.00%, to be received monthly	Fixed interest rate 2.005%, to be paid monthly	MUFG Union Bank, N.A.	9/11/2020	90,000,000		(226,950		)	—		(226,950		)

Total				$	192,000,000	$	(347,183	)	$	—	$	(347,183	)

(a) The cancellable interest rate swap includes an option for the Fund to terminate the swap early on March 31, 2020. The Fund utilized the cancellation option to terminate the cancellable interest rate swap early effective March 31, 2020.

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

See notes to condensed financial statements.

VENTURE LENDING & LEASING VIII, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)


1.	ORGANIZATION AND OPERATIONS OF THE FUND

Venture Lending & Leasing VIII, Inc. (the “Fund”) was incorporated in Maryland on May 6, 2015 as a non-diversified, closed-end management investment company electing status as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (“1940 Act”) and is managed by Westech Investment Advisors, LLC (the “Manager” or “Management”). The Fund will be dissolved on December 31, 2025 unless the Board of Directors (the “Board”) opts to elect early dissolution. One hundred percent of the stock of the Fund is held by Venture Lending & Leasing VIII, LLC (the “Company”). Prior to commencing its operations on August 12, 2015, the Fund had no operations other than the sale to the Company of 100,000 shares of common stock, $0.001 par value for $25,000 in July 2015. This issuance of stock was a requirement to apply for a finance lender’s license from the California Commissioner of Corporations, which was obtained on August 20, 2015.

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

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

In the Manager’s opinion, the accompanying condensed interim financial statements (hereafter referred to as “financial statements”) include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of financial position and results of operations for interim periods. Certain information and note disclosures normally included in audited annual financial statements prepared in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”) have been omitted; however, the Fund believes that the disclosures made are adequate to make the information presented not misleading. The interim results for the six months ended June 30, 2020 are not necessarily indicative of what the results would be for a full year. These financial statements should be read in conjunction with the financial statements and the notes included in the Fund’s Annual Report on Form 10-K for the year ended December 31, 2019.


2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting

The preparation of financial statements in conformity with U.S. GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. As an investment company, the Fund follows accounting and reporting guidance as set forth in Topic 946 (“Financial Services – Investment Companies”) of the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification, as amended (“ASC”). Certain prior period information has been reclassified to conform to the current year presentation.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash on hand and money market mutual funds with maturities of 90 days or less. Money market mutual funds held as cash equivalents are valued at their most recently traded net asset value. Within cash and cash equivalents, as of June 30, 2020, the Fund held 2,074,420 units in the Blackrock Treasury Trust Institutional Fund valued at $1 per unit at a yield of 0.11% and $430,101 in cash, both together represented 1.26% of the net assets of the Fund. Within cash and cash equivalents, as of December 31, 2019, the Fund held 12,569,629 units in the Blackrock Treasury Trust Institutional Fund valued at $1 per unit at a yield of 1.60%, which represented 6.08% of the net assets of the Fund.

Interest Income

Interest income on loans is recognized on an accrual basis using the effective interest method including amounts resulting from the amortization of equity securities included as additional compensation as part of the loan agreements. Additionally, fees received as part of the transaction are added to the loan discount and amortized over the life of the loan.

Realized Gains and Losses from loans

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

Investment Valuation

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

As of June 30, 2020 and December 31, 2019, the financial statements included nonmarketable investments of $348.3 million and $372.0 million, respectively, (or 97.9% and 95.4% of the total assets, respectively), with the fair values determined by the Manager in the absence of readily determinable market values. Because of the inherent uncertainty of these valuations, estimated fair values of such investments may differ significantly from the values that would have been used had a ready market for the securities existed, and the differences could be material. Below is the information used by the Manager in making these estimates.

Loans

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

Non-Accrual Loans

The Fund’s policy is to classify a loan as non-accrual when the portfolio company is delinquent for three consecutive months on its monthly loan payment, or, in the opinion of Management, either ceases or drastically curtails its operations and Management deems that it is unlikely that the loan will return to performing status. When a loan is placed on non-accrual status, all interest previously accrued but not collected is reversed for the quarter in which the loan was placed on non-accrual status. Any uncollected interest related to quarters prior to when the loan was placed on non-accrual status is added to the principal balance, and the aggregate balance of the principal and interest is evaluated in accordance with the policy for valuation of loans in determining Management’s best estimate of fair value. Interest received by the Fund on non-accrual loans will be recognized as interest income if and when the proceeds exceed the book value of the respective loan.

If a borrower of a non-accrual loan resumes making regular payments and Management believes that such borrower has regained the ability to service the loan on a sustainable basis, the loan is reclassified back to accrual or performing status. Interest that would have been accrued during the time a loan was classified as non-accrual will be added back to the remaining payment schedule causing a change in the effective interest rate.

As of June 30, 2020, loans with a cost basis of $31.6 million and a fair value of $16.0 million were classified as non-accrual. As of December 31, 2019, loans with a cost basis of $15.5 million and a fair value of $10.3 million were classified as non-accrual.

Warrants and Equity Securities

Warrants and equity securities received in connection with loan transactions are measured at a fair value at the time of acquisition. Warrants are valued based on a modified Black-Scholes option pricing model which considers, among several factors, the underlying stock value, expected term, volatility, and risk-free interest rate. It is anticipated that such securities will be distributed by the Fund to the Company simultaneously with, or shortly following, their acquisition.

The underlying asset value is estimated based on information available, including information regarding recent rounds of funding of the portfolio company, or the publicly-quoted stock price at the end of the financial reporting period for warrants for comparable publicly-quoted securities.

Volatility, or the amount of uncertainty or risk about the size of the changes in the warrant price, is based on an index of publicly traded companies grouped by industry and which are similar in nature to the underlying portfolio companies issuing the warrant (“Industry Index”). The volatility assumption for each Industry Index is based on the average volatility for individual public companies within the portfolio company’s industry for a period of time approximating the expected life of the warrants. A hypothetical increase in the volatility of the warrants used in the modified Black-Scholes option pricing model would have the effect of increasing the value of the warrants.

The remaining expected lives of warrants are based on historical experience of the average life of the warrants, as warrants are often exercised in the event of acquisitions, mergers, or initial public offerings, and terminated due to events such as bankruptcies, restructuring activities, or additional financings. These events cause the expected term to be less than the remaining contractual term of the warrants. As of June 30, 2020 and December 31, 2019, the Fund assumed the average duration of a warrant was 4.0 years. The effect of a hypothetical increase in the estimated initial term of the warrants used in the modified Black-Scholes option pricing model would have the effect of increasing the value of the warrants. However, the estimated initial term of the warrants is one factor, of many, used in the valuation of warrants, and by itself does not have a significant impact on the result of operations.

The risk-free interest rate is derived from the constant maturity tables issued by the U.S. Treasury Department. The effect of a hypothetical increase in the estimated risk-free rate used in the modified Black-Scholes option pricing model would have the effect of increasing the value of the warrants.

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

Other Assets and Liabilities

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

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

The carrying values of the borrowings under the debt facility approximates their fair value based on the borrowing rates available to the Fund.

Commitment Fees

Unearned income and commitment fees on loans are recognized using the effective-interest method over the term of the loan. Commitment fees are carried as liabilities when received for commitments upon which no draws have been made. When the first draw is made, the fee is treated as unearned income and is recognized as described above. If a draw is never made, the forfeited commitment fee less any applicable legal costs becomes recognized as other income after the commitment expires.

Deferred Bank Fees

The deferred bank fees and costs associated with the debt facility are included in other assets in the Condensed Statements of Assets and Liabilities and are being amortized over the estimated life of the facility, which currently matures on September 11, 2020. The amortization of these costs is recorded as interest expense in the Condensed Statements of Operations.

Derivative Instruments

The Fund uses derivative instruments to manage its exposure to changes in interest rates on expected borrowings under its debt facility, as the Fund originates fixed rate loans (see Note 8).

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

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

The interest rate swap and floor and the interest rate collar transactions are contractually scheduled to terminate on September 11, 2020.

The Fund utilized the cancellation option to terminate the cancellable interest rate swap early effective March 31, 2020.

3. FAIR VALUE DISCLOSURES

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

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

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

For the three months ended June 30, 2020, the weighted-average interest rate on performing loans was 15.61%, which was inclusive of both cash and non-cash interest income. For the three months ended June 30, 2020 the weighted-average interest rate on the cash portion of the interest income was 12.66%. For the three months ended June 30, 2019, the weighted-average interest rate on performing loans was 21.74%, which was inclusive of both cash and non-cash interest income. For the three months ended June 30, 2019, the weighted-average interest rate on the cash portion of the interest income was 17.70%.

For the six months ended June 30, 2020, the weighted-average interest rate on performing loans was 16.70%, which was inclusive of both cash and non-cash interest income. For the six months ended June 30, 2020, the weighted-average interest rate on the cash portion of the interest income was 13.52%. For the six months ended June 30, 2019, the weighted-average interest rate on performing loans was 18.74%, which was inclusive of both cash and non-cash interest income. For the six months ended June 30, 2019, the weighted-average interest rate on the cash portion of the interest income was 15.13%.

For the three months ended June 30, 2020, the weighted-average interest rate on all loans was 14.99%, which was inclusive of both cash and non-cash interest income. For the three months ended June 30, 2020, the weighted-average interest on the cash portion of the interest income was 12.15%. For the three months ended June 30, 2019, the weighted-average interest rate on all loans was 21.09%, which was inclusive of both cash and non-cash interest income. For the three months ended June 30, 2019, the weighted-average interest on the cash portion of the interest income was 17.17%.

For the six months ended June 30, 2020, the weighted-average interest rate on all loans was 16.14%, which was inclusive of both cash and non-cash interest income. For the six months ended June 30, 2020, the weighted-average interest on the cash portion of the interest income was 13.06%. For the six months ended June 30, 2019, the weighted-average interest rate on all loans was 18.33%, which was inclusive of both cash and non-cash interest income. For the six months ended June 30, 2019, the weighted-average interest on the cash portion of the interest income was 14.80%.

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

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

All loans as of June 30, 2020 and December 31, 2019 were pledged as collateral for the debt facility, and the Fund’s borrowings are generally collateralized by all assets of the Fund. As of June 30, 2020 and December 31, 2019, the Fund had unexpired unfunded commitments to borrowers of $66.5 million and $78.0 million, respectively.

Valuation Hierarchy

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

The three levels of the fair value hierarchy are defined as follows:



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

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

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

The following tables provide quantitative information about the Fund’s Level 3 fair value measurements of the Fund’s investments by industry as of June 30, 2020 and December 31, 2019. In addition to the techniques and inputs noted in the tables below, the Fund may also use other valuation techniques and methodologies when determining its fair value measurements.



Investment Type - Level 3
Debt Investments	Fair Values at June 30, 2020		Valuation Techniques / Methodologies	Unobservable Inputs	Weighted Averages ^(a) / Amounts or Ranges

Biotechnology	$	4,698,397	Hypothetical market analysis	Hypothetical market coupon rate	15% (14% - 21%)
			Income approach	Expected amount and timing of cash flow payments	$0*
				Discount Rate	0%

Computers and Storage	9,722,317		Hypothetical market analysis	Hypothetical market coupon rate	15% (14% - 17%)

Internet	40,165,944		Hypothetical market analysis	Hypothetical market coupon rate	16% (13% - 31%)
			Income approach	Expected amount and timing of cash flow payments	$2,013,409 ($600,000 - $2,673,346)
				Discount rate	2% (1% - 2%)

Medical Devices	35,559,419		Hypothetical market analysis	Hypothetical market coupon rate	14% (13% - 17%)
			Income approach	Expected amount and timing of cash flow payments	$10,329,931*
				Discount rate	2%

Other Healthcare	38,533,670		Hypothetical market analysis	Hypothetical market coupon rate	14% (12% - 19%)
			Income approach	Expected amount and timing of cash flow payments	$842,894 ($0 - $1,169,713)
				Discount rate	2% (0% - 2%)

Other Technology	117,233,332		Hypothetical market analysis	Hypothetical market coupon rate	16% (11% - 33%)
			Income approach	Expected amount and timing of cash flow payments	$4,875,235 ($0 - $7,315,723)
				Discount rate	2% (0% - 2%)

Security	2,226,152		Hypothetical market analysis	Hypothetical market coupon rate	21% (16% - 51%)



Investment Type - Level 3
Debt Investments	Fair Values at June 30, 2020		Valuation Techniques / Methodologies	Unobservable Inputs	Weighted Averages ^(a) / Amounts or Ranges

Semiconductors and Equipment	5,137,330		Hypothetical market analysis	Hypothetical market coupon rate	15% (14% - 16%)

Software	46,790,948		Hypothetical market analysis	Hypothetical market coupon rate	16% (13% - 26%)
			Income approach	Expected amount and timing of cash flow payments	$1,805,014 ($102,181 - $2,828,760)
				Discount rate	2% (1% - 2%)

Technology Services	32,793,277		Hypothetical market analysis	Hypothetical market coupon rate	13% (11% - 30%)
			Income approach	Expected amount and timing of cash flow payments	$2,552,192 ($50,000 - $3,095,699)
				Discount rate	2% (1% - 2%)

Wireless	15,418,742		Hypothetical market analysis	Hypothetical market coupon rate	14% (12% - 16%)

Total debt investments	$	348,279,528

^(a)The weighted average hypothetical market coupon rates were calculated using the relative fair value of the loans.

* There is only one loan within the industry.



Investment Type - Level 3
Debt Investments	Fair Values at December 31, 2019		Valuation Techniques / Methodologies	Unobservable Inputs	Weighted Averages ^(a)/ Amounts or Ranges

Biotechnology	$	3,490,423	Hypothetical market analysis	Hypothetical market coupon rate	15% (14% - 21%)
			Income approach	Expected amount and timing of cash flow payments Discount rate	$0* 0%

Computers and Storage	3,073,525		Hypothetical market analysis	Hypothetical market coupon rate	19%*



Investment Type - Level 3
Debt Investments	Fair Values at December 31, 2019	Valuation Techniques / Methodologies	Unobservable Inputs	Weighted Averages ^(a)/ Amounts or Ranges
Enterprise Networking	112,500	Income approach	Expected amount and timing of cash flow payments Discount rate	$112,500* 0%

Internet	64,696,219	Hypothetical market analysis	Hypothetical market coupon rate	15% (13% - 31%)
		Income approach	Expected amount and timing of cash flow payments	$1,880,549 ($999,905 - $2,466,418)
			Discount rate	3%

Medical Devices	32,882,569	Hypothetical market analysis	Hypothetical market coupon rate	18% (13% - 38%)
		Income approach	Expected amount and timing of cash flow payments	$10,529,931*
			Discount rate	3%

Other Healthcare	43,659,587	Hypothetical market analysis	Hypothetical market coupon rate	15% (12% - 19%)
		Income approach	Expected amount and timing of cash flow payments	$813,663 ($703,323 - $1,130,989)
			Discount rate	2% (2% - 3%)

Other Technology	108,088,734	Hypothetical market analysis	Hypothetical market coupon rate	16% (12% - 35%)
		Income approach	Expected amount and timing of cash flow payments	$2,324,058 ($0 - $2,844,003)
			Discount rate	3% (0% - 3%)

Security	2,815,378	Hypothetical market analysis	Hypothetical market coupon rate	20% (16% - 25%)

Semiconductors and Equipment	7,360,968	Hypothetical market analysis	Hypothetical market coupon rate	15% (14% - 15%)



Investment Type - Level 3
Debt Investments	Fair Values at December 31, 2019		Valuation Techniques / Methodologies	Unobservable Inputs	Weighted Averages ^(a)/ Amounts or Ranges
Software	61,107,983		Hypothetical market analysis	Hypothetical market coupon rate	16% (13% - 26%)
			Income approach	Expected amount and timing of cash flow payments	$2,463,985 ($517,921 - $2,978,760)
				Discount rate	2% (2% - 3%)

Technology Services	33,670,058		Hypothetical market analysis	Hypothetical market coupon rate	13% (12% - 30%)
			Income approach	Expected amount and timing of cash flow payments	$1,597,464 ($100,000 - $1,682,635)
				Discount rate	2%

Wireless	10,997,880		Hypothetical market analysis	Hypothetical market coupon rate	14% (12% - 17%)
Total debt investments	$	371,955,824

^(a)The weighted average hypothetical market coupon rates were calculated using the relative fair value of the loans.

* There is only one loan within the industry.

The following tables present the balances of assets and liabilities as of June 30, 2020 and December 31, 2019 measured at fair value on a recurring basis:



As of June 30, 2020
ASSETS:	Level 1		Level 2		Level 3		Total

Loans*	$	—	$	—	$	348,279,528	$	348,279,528
Cash equivalents	2,074,420		—		—		2,074,420
Total assets	$	2,074,420	$	—	$	348,279,528	$	350,353,948

LIABILITIES:	Level 1		Level 2		Level 3		Total
Borrowings under debt facility	$	—	$	153,000,000	$	—	$	153,000,000
Derivative liability	—		353,423		—		353,423
Total liabilities	$	—	$	153,353,423	$	—	$	153,353,423

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



As of December 31, 2019
ASSETS:	Level 1		Level 2		Level 3		Total
Loans†	$	—	$	—	$	371,955,824	$	371,955,824
Cash equivalents	12,569,629		—		—		12,569,629
Total assets	$	12,569,629	$	—	$	371,955,824	$	384,525,453

LIABILITIES:	Level 1		Level 2		Level 3		Total
Borrowings under debt facility	$	—	$	179,000,000	$	—	$	179,000,000
Derivative liability	—		347,183		—		347,183
Total liabilities	$	—	$	179,347,183	$	—	$	179,347,183

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

The following tables provide a summary of changes in Level 3 assets measured at fair value on a recurring basis:



	For the Three Months Ended June 30, 2020
	Loans			Convertible Loan			Warrants
Beginning balance	$	363,541,670		$	—		$	—
Acquisitions and originations	15,333,333			175,547			1,001,030
Principal reductions and amortization of discounts	(30,687,066		)	—			—
Distributions to shareholder	—			(175,547		)	(1,001,030		)
Net change in unrealized gain (loss) from loans	638,199			—			—
Net realized loss from loans	(546,608		)	—			—
Ending balance	$	348,279,528		$	—		$	—
Net change in unrealized loss from loans relating to loans still held at June 30, 2020	$	31,575



	For the Six Months Ended June 30, 2020
	Loans			Convertible Loan			Stock			Warrants
Beginning balance	$	371,955,824		$	—		$	—		$	—
Acquisitions and originations	74,716,667			175,547			9,000			5,470,643
Principal reductions and amortization of discounts	(84,205,613		)	—			—
Distributions to shareholder	—			(175,547		)	(9,000		)	(5,470,643		)
Net change in unrealized gain (loss) from loans	(13,205,864		)	—			—			—
Net realized loss from loans	(981,486		)	—			—			—
Ending balance	$	348,279,528		$	—		$	—		$	—
Net change in unrealized loss from loans relating to loans still held at June 30, 2020	$	(13,809,337	)



	For the Three Months Ended June 30, 2019
	Loans			Convertible Loan			Stock			Warrants
Beginning balance	$	394,753,976		$	—		$	—		$	—
Acquisitions and originations	38,512,500			4,310,753			632,454			3,724,400
Principal reductions and amortization of discounts	(62,093,122		)	—			—			—
Distributions to shareholder	—			(4,310,753		)	(632,454		)	(3,724,400		)
Net change in unrealized gain (loss) from loans	(2,205,184		)	—			—			—
Net realized loss from loans	(485,466		)	—			—			—
Ending balance	$	368,482,704		$	—		$	—		$	—
Net change in unrealized loss from loans relating to loans still held at June 30, 2019	$	(3,119,289	)



	For the Six Months Ended June 30, 2019
	Loans			Convertible Loan			Stock			Warrants
Beginning balance	$	398,980,531		$	—		$	—		$	—
Acquisitions and originations	70,700,000			4,310,753			632,454			6,213,125
Principal reductions and amortization of discounts	(98,126,819		)	—			—			—
Distributions to shareholder	—			(4,310,753		)	(632,454		)	(6,213,125		)
Net change in unrealized gain (loss) from loans	(2,589,667		)	—			—			—
Net realized loss from loans	(481,341		)	—			—			—
Ending balance	$	368,482,704		$	—		$	—		$	—
Net change in unrealized loss from loans relating to loans still held at June 30, 2019	$	(2,589,667	)


4.	EARNINGS PER SHARE

Basic earnings per share are computed by dividing net increase (decrease) in net assets resulting from operations by the weighted-average common shares outstanding. Diluted earnings (loss) per share are computed by dividing net increase (decrease) in net assets resulting from operations by the weighted-average common shares outstanding, including the dilutive effects of potential common shares (e.g. stock options). The Fund has no instruments that would be potential common shares; thus, reported basic and diluted earnings (loss) per share are the same.


5.	CAPITAL STOCK

As of both June 30, 2020 and December 31, 2019, there were 10,000,000 shares of $0.001 par value common stock authorized, and 100,000 shares issued and outstanding. Total committed capital of the Company, as of both June 30, 2020 and December 31, 2019, was $423.6 million. Total contributed capital to the Company through June 30, 2020 and December 31, 2019 was $415.2 million and $372.8 million, of which $345.1 million and $314.6 million was contributed to the Fund, respectively.

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



	For the Six Months Ended June 30, 2020		For the Six Months Ended June 30, 2019
Cash distributions	$	38,500,000	$	17,100,000
Distributions of equity securities and convertible loan	5,655,190		11,156,332
Total distributions to shareholder	$	44,155,190	$	28,256,332

Final classification of the distributions as either a return of capital or a distribution of income is an annual determination made at the end of each year dependent upon the Fund’s current year and cumulative earnings and profits.

6. DEBT FACILITY

On April 5, 2016, the Fund established a secured, syndicated revolving loan facility in an initial amount up to $150.0 million (the “Loan Agreement”) led by Wells Fargo, N.A. and MUFG Union Bank, N.A. On September 11, 2017, the Loan Agreement was amended (the “Amended Loan Agreement”) and the borrowing availability thereunder increased the size of the facility to $280.0 million. An additional $75.0 million is potentially available to the Fund, subject to further negotiation and credit approval, through an accordion provision contained in the Amended Loan Agreement. Effective May 6, 2020, Management elected to reduce the facility size from $280.0 million to $240.0 million.

All of the assets of the Fund collateralize borrowings by the Fund. Loans under the facility may be, at the option of the Fund, a Reference Rate Loan, a LIBOR Loan or a LIBOR Market Index Rate Loan. As of June 30, 2020, the Fund’s outstanding borrowings were entirely based on the LIBOR rate. The facility terminates on September 11, 2020, but can be accelerated in the event of default, such as failure by the Fund to make timely interest or principal payments.

Borrowings under the facility are collateralized by receivables from loans to portfolio companies advanced by the Fund with assignment of such receivables to the financial institution, plus all of the other assets of the Fund. The Fund pays interest on its borrowings and a fee on the unused portion of the facility. Under the Amended Loan Agreement, interest is charged to the Fund based on its borrowings at, pursuant to the election of the Fund, an annual rate of either (i) Reference Rate plus 1.75%, (ii) LIBOR plus 2.75% or (iii) LIBOR Market Index Rate plus 2.75%. When the Fund is using 50% or more of the maximum amount available under the Amended Loan Agreement, the applicable commitment fee is 0.25% of the unused portion of the loan facility; otherwise, the applicable commitment fee is 0.50% of the unused portion. The Fund pays the unused credit line fee quarterly. As of June 30, 2020 and December 31, 2019, $153.0 million and $179.0 million were outstanding under the facility, respectively.

As of June 30, 2020, the LIBOR rate was as follows:



1-Month LIBOR	0.1623%
3-Month LIBOR	0.3020%

Bank fees and other costs of $2.2 million incurred in connection with the acquisition of the facility have been capitalized and are amortized to interest expense on a straight-line basis over the expected life of the facility. As of June 30, 2020 and December 31, 2019, there are remaining unamortized fees and costs of $0.1 million and $0.4 million, respectively. The remaining unamortized fees and costs are amortized over the expected life of the facility, which is expected to terminate on September 11, 2020.

The facility is revolving and as such does not have a specified repayment schedule, although advances are secured by the assets of the Fund and thus repayments will be required as assets decline. The facility contains various covenants including financial covenants related to: (i) minimum debt service coverage ratio, (ii) interest coverage ratio, (iii) maximum loan loss reserves and (iv) unfunded commitment ratio. There are also various restrictive covenants, including limitations on: (i) the incurrence of liens, (ii) consolidations, mergers and asset sales and (iii) capital expenditures. As of both June 30, 2020 and December 31, 2019, Management is not aware of instances of non-compliance with financial covenants.

The following is the summary of the outstanding facility draws as of June 30, 2020:



	Amount		Maturity Date	All-In Interest Rate**
LIBOR Loan	$	118,500,000	July 20, 2020 *	2.95%
LIBOR Market Index Rate Loans	34,500,000		September 11, 2020	Variable based on 1-month LIBOR rate
Total Outstanding	$	153,000,000

*Following the maturity date, Management elected to renew the LIBOR loan with no material changes in loan terms.

**Inclusive of 2.75% applicable LIBOR margin plus LIBOR rate.

The following is the summary of the outstanding facility draws as of December 31, 2019:



	Amount		Maturity Date	All-In Interest Rate^††
LIBOR Loan	$	118,500,000	January 22, 2020†	4.53%
LIBOR Market Index Rate Loans	60,500,000		September 11, 2020	Variable based on 1-month LIBOR Rate
Total Outstanding	$	179,000,000

^† Following the maturity date, Management elected to renew the LIBOR loan with no material changes in loan terms.

^†† Inclusive of 2.75% applicable LIBOR margin plus LIBOR rate.

7. MANAGEMENT FEE

As compensation for its services to the Fund, for the two-year period that commenced with the first capital closing, which took place on August 8, 2015, the Manager received a management fee (“Management Fee”) computed and paid at the end of each quarter at an annual rate of 2.5% of the Company’s committed equity capital (regardless of when or if the capital was called) as of the last day of each fiscal quarter. Following this two-year period, starting on August 12, 2017, Management Fees are calculated and paid at the end of each quarter at an annual rate of 2.5% of the Fund’s total assets (including amounts derived from borrowed funds) as of the last day of each quarter. Management Fees of $2.2 million and $2.4 million were recognized as expenses for the three months ended June 30, 2020 and 2019, respectively. Management Fees of $4.6 million and $4.9 million were recognized as expenses for the six months ended June 30, 2020 and 2019, respectively.

8. DERIVATIVE INSTRUMENTS

The Fund uses derivative instruments to manage its exposure to changes in interest rates on expected borrowings under its debt facility, as the Fund originates fixed rate loans.

Interest Rate Swap Agreement

On April 12, 2018, the Fund entered into an interest rate swap agreement with MUFG Union Bank, N.A. to manage the Fund’s exposure to changes in interest rates on its expected borrowings under its debt facilities which do not match the fixed rate loans it originates. The initial swap transaction under this agreement was a cancellable interest rate swap with a notional amount of $102.0 million. On March 27, 2020, Management elected to exercise the option to cancel this swap effective March 31, 2020.

On June 14, 2019, the Fund entered into an interest rate swap and floor transaction with MUFG Union Bank, N.A. The addition of the floor further helps to align the swap with the terms of the variable rate index of the debt facility.

As of June 30, 2020, the Fund had one interest rate swap transaction with an aggregate notional principal amount of $90.0 million. The Fund pays a fixed rate of 2.005% and receives from the counterparty a floating rate based upon a 1-Month LIBOR rate. Payments are made monthly. The payments and the interest rate swap transaction are expected to terminate on September 11, 2020. Payments to or from the counterparty are recorded to net realized gain (loss) from derivative instruments.

Interest Rate Collar

On April 6, 2020, the Fund entered into an interest rate collar transaction with MUFG Union Bank, N.A. As of June 30, 2020, the aggregate notional principal amount of the interest rate collar is $30.0 million, with a cap of 1.000% and floor of 0.485% on floating rate based upon a 1-month LIBOR rate. The interest rate collar mitigates the Fund’s exposure to interest rate fluctuations on variable rate index of the debt facility. The collar establishes a range where the Fund pays the counterparty if the 1-Month LIBOR rate falls below the established floor rate, and the counterparty will pay the Fund if the 1-Month LIBOR rate exceeds the established cap rate. The interest rate collar settles monthly and payments to or from the counterparty are recorded to net realized gain (loss) from derivative instruments. The interest rate collar transaction is expected to terminate on September 11, 2020.

The Fund may adjust the total amount hedged in order to remain in compliance with the hedging requirements of the Fund’s debt facility.

The following tables show the Fund’s derivative instruments at fair value on the Fund’s Condensed Statement of Assets and Liabilities as of June 30, 2020 and December 31, 2019:



	Derivative Liability
Derivative Instruments	June 30, 2020		December 31, 2019
Cancellable interest rate swap and Interest rate swap and floor	$	334,352	$	347,183
Interest rate collar	$	19,071	$	—

The following table shows the effect of the Fund’s derivative instruments on the Fund’s Condensed Statements of Operations:



		For the Three Months Ended June 30,						For the Six Months Ended June 30,
Derivative Instruments	Condensed Statements of Operations Caption	2020			2019			2020			2019
Cancellable interest rate swap and Interest rate swap and floor	Net change in unrealized gain (loss) from derivative instruments	$	286,100		$	(699,692	)	$	12,832		$	(1,022,885	)
	Net realized gain (loss) from derivative instruments	$	(338,781	)	$	70,865		$	(545,320	)	$	146,967
Interest rate collar	Net change in unrealized gain (loss) from derivative instruments	$	(19,071	)	$	—		$	(19,071	)	$	—
Interest rate collar	Net realized gain (loss) from derivative instruments	$	(10,269	)	$	—		$	(10,269	)	$	—

9. TAX STATUS

The Fund has elected to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986 (the “Code”) and operates in a manner to qualify for the tax treatment applicable to RICs. Failing to maintain at least 70% of total assets in “qualifying assets” will result in the loss of BDC status, resulting in losing its favorable tax treatment as a RIC. As of June 30, 2020, the Fund has met the BDC and RIC requirements. The Fund elected to be treated for federal income tax purposes as a RIC under the Code with the filing of its federal corporate income tax return for 2016.

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

Below are tables summarizing the cost for federal income tax purposes and the appreciation and depreciation of the investments reported on the Condensed Schedules of Investments and Condensed Statements of Assets and Liabilities.

As of June 30, 2020:



Asset	Cost		Unrealized Appreciation		Unrealized Depreciation			Net Appreciation (Depreciation)
Loans	$	368,573,987	$	—	$	(20,294,459	)	$	(20,294,459	)
Total	$	368,573,987	$	—	$	(20,294,459	)	$	(20,294,459	)

Liability	Cost		Unrealized Appreciation		Unrealized Depreciation			Net Appreciation (Depreciation)
Derivative liability	$	—	$	—	$	(353,423	)	$	(353,423	)
Total	$	—	$	—	$	(353,423	)	$	(353,423	)

As of December 31, 2019:



Asset	Cost		Unrealized Appreciation		Unrealized Depreciation			Net Appreciation (Depreciation)
Loans	$	379,044,418	$	—	$	(7,088,594	)	$	(7,088,594	)
Total	$	379,044,418	$	—	$	(7,088,594	)	$	(7,088,594	)



Liability	Cost		Unrealized Appreciation		Unrealized Depreciation			Net Appreciation (Depreciation)
Derivative liability	$	—	$	—	$	(347,183	)	$	(347,183	)
Total	$	—	$	—	$	(347,183	)	$	(347,183	)

Dividends from net investment income and distributions from net realized capital gains are determined in accordance with U.S. federal income tax regulations, which may differ from those amounts determined in accordance with U.S. GAAP. These book/tax differences are either temporary or permanent in nature. To the extent these differences are permanent, they are charged or credited to paid-in-capital or accumulated net realized gain (loss), as appropriate, in the period that the differences arise. Temporary and permanent differences are primarily attributable to differences in the tax treatment of certain loans and the tax characterization of income and non-deductible expenses. These differences are generally determined in conjunction with the preparation of the Fund’s annual RIC tax return.

Book and tax basis differences relating to shareholder dividends and distributions and other permanent book and tax differences are reclassified among the Fund’s capital accounts. In addition, the character of income and gains to be distributed is determined in accordance with income tax regulations that may differ from U.S. GAAP. The determination of the tax attributes of the Fund’s distributions is made annually as of the end of the Fund’s taxable year generally based upon its taxable income for the full taxable year and distributions paid for the full taxable year. As a result, a determination made on a quarterly basis may not be representative of the actual tax attributes of the Fund’s distributions for a full taxable year. As of June 30, 2020 the Fund had determined the tax attributes of its distributions taxable year-to-date to be from its current and accumulated earnings and profits. There is not yet, however, certainty as to what the actual tax attributes of the Fund’s distributions to the shareholders will be by the year-ended December 31, 2020.

The Fund anticipates distributing all distributable earnings by the end of the year. Through June 30, 2020, the Fund had no undistributed earnings. The Fund may pay distributions in excess of its taxable net investment income. This excess would be a tax-free return of capital in the period and reduce the shareholder’s tax basis in its shares.

The Fund’s tax returns remain open for examination by the federal government for a period of three years and California tax authorities for a period of four years from when they are filed. As of June 30, 2020, the Fund had no uncertain tax positions and no capital loss carryforwards.

10. UNEXPIRED UNFUNDED COMMITMENTS

As of June 30, 2020 and December 31, 2019, the Fund’s unexpired unfunded commitments to borrowers totaled $66.5 million and $78.0 million, respectively. Because venture loans are privately negotiated transactions, investments in these assets are relatively illiquid. It is the Manager’s experience that not all unexpired unfunded commitments will be used by the borrowers. Many credit agreements contain provisions which are milestone dependent and not all borrowers will achieve these milestones. Additionally, the Fund’s credit agreements contain provisions that give relief from funding obligations in the event the borrower has a material adverse change to its financial condition. Therefore, the unexpired unfunded commitments do not necessarily reflect future cash requirements or future investments for the Fund.

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



Borrower	Industry	Unexpired Unfunded Commitment as of June 30, 2020		Expiration Date
Aclima, Inc.	Other Technology	$	4,000,000	07/31/2020
ATeam Army, Inc.	Other Technology	500,000		07/30/2020
Benson Hill Bio, Inc.	Other Technology	7,500,000		12/01/2020
BW Industries, Inc.	Other Technology	2,000,000		07/31/2020
Callisto Media, Inc.	Technology Services	7,500,000		12/31/2020
Canary Technologies Corp.	Software	250,000		09/30/2020
Cloudleaf, Inc.	Software	1,500,000		10/15/2020
eXo Imaging, Inc.	Medical Devices	4,000,000		11/30/2020
Fetch Robotics, Inc.	Computers & Storage	2,500,000		06/30/2021



Borrower	Industry	Unexpired Unfunded Commitment as of June 30, 2020		Expiration Date
GoForward, Inc.	Other Healthcare	6,250,000		07/01/2020
Hello Heart Inc.	Other Healthcare	750,000		08/31/2020
Invoice2Go, Inc.	Software	13,000,000		03/31/2021
Jiko Group, Inc.	Other Technology	3,500,000		06/30/2020
Lucideus, Inc.	Software	500,000		07/15/2020
Lukla, Inc.	Internet	500,000		01/31/2021
Marley Spoon, Inc.	Internet	3,750,000		07/31/2020
Medable, Inc.	Software	2,000,000		07/31/2020
OneLocal, Inc.	Internet	333,333		07/31/2020
Pitzi, Ltd.	Other Technology	1,000,000		11/30/2020
Quartzy, Inc.	Biotechnology	2,250,000		10/15/2020
Reciprocity, Inc.	Software	1,950,000		01/31/2021
RenoFi, Inc.	Internet	250,000		09/30/2020
Residently USA, LLC	Internet	750,000		07/30/2020
Total		$	66,533,333



Borrower	Industry	Unexpired Unfunded Commitment as of December 31, 2019		Expiration Date
Ablacon, Inc.	Medical Devices	$	2,500,000	01/31/2020
Ainsly, Inc.	Internet	1,500,000		01/31/2020
AirVine Scientific, Inc.	Wireless	125,000		03/31/2020
Apollo Flight Research Inc.	Other Technology	250,000		01/31/2020
ArborMetrix, Inc.	Software	750,000		04/30/2020
Beanfields, PBC	Other Technology	625,000		06/30/2020
BWI Industries, Inc.	Other Technology	2,000,000		07/31/2020
Callisto Media, Inc.	Technology Services	10,000,000		12/31/2020
Canary Technologies Corp.	Software	250,000		09/30/2020
Cesium, Inc.	Internet	375,000		03/31/2020
Cloudleaf, Inc.	Software	1,500,000		10/15/2020
DOSH Holdings, Inc.	Other Technology	3,750,000		01/15/2020
eXo Imaging, Inc.	Medical Devices	6,000,000		11/30/2020
GoForward, Inc.	Other Healthcare	6,250,000		07/01/2020
Hello Heart Inc.	Other Healthcare	1,750,000		08/31/2020
HumanAPI, Inc.	Other Healthcare	500,000		01/31/2020
Kids on 45th, Inc.	Internet	500,000		01/31/2020
Klar Holdings Limited	Technology Services	250,000		03/31/2020
Lifit, Inc.	Technology Services	500,000		01/30/2020
Lucideus, Inc.	Software	500,000		07/15/2020
Lukla, Inc.	Internet	750,000		01/31/2021
Marley Spoon, Inc.	Internet	3,750,000		07/31/2020



Borrower	Industry	Unexpired Unfunded Commitment as of December 31, 2019		Expiration Date
Medable, Inc.	Software	2,000,000		07/31/2020
Merchbar, Inc.	Internet	250,000		01/30/2020
Noteleaf, Inc.	Other Technology	1,000,000		01/31/2020
OneLocal, Inc.	Internet	1,000,000		07/31/2020
Owl Cameras, Inc.	Software	3,000,000		01/01/2020
Parallel Wireless, Inc.	Wireless	6,500,000		03/31/2020
Percepto, Inc.	Other Technology	1,000,000		05/31/2020
Pitzi, Ltd.	Other Technology	2,500,000		11/30/2020
Quartzy, Inc.	Biotechnology	2,250,000		10/15/2020
Solugen, Inc.	Technology Services	1,250,000		01/31/2020
Stay Alfred, Inc.	Internet	7,500,000		06/30/2020
Stitch Labs, Inc.	Software	750,000		01/31/2020
The Safe and Fair Food Company LLC	Other Technology	1,250,000		01/31/2020
Trendalytics Innovation Labs, Inc.	Software	450,000		01/31/2020
Visual Supply Company	Internet	2,500,000		03/31/2020
Voodoo Manufacturing, Inc.	Other Technology	375,000		02/28/2020
Total		$	77,950,000

11. FINANCIAL HIGHLIGHTS

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

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

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

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

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



	For the Three Months Ended June 30, 2020			For the Three Months Ended June 30, 2019			For the Six Months Ended June 30, 2020			For the Six Months Ended June 30, 2019

Total return **	4.79		%	5.52		%	3.18		%	10.15		%

Per share amounts:
Net asset value, beginning of period	$	1,994.90		$	2,204.94		$	2,065.85		$	2,165.44
Net investment income	94.26			153.55			210.69			254.21
Net realized and change in unrealized gain (loss) from loans and derivative instruments	0.11			(33.20		)	(147.49		)	(39.47		)
Net increase in net assets resulting from operations	94.37			120.35			63.20			214.74
Distributions to shareholder	(96.77		)	(227.67		)	(441.55		)	(282.56		)
Contributions from shareholder	—			—			305.00			—
Net asset value, end of period	$	1,992.50		$	2,097.62		$	1,992.50		$	2,097.62
Net assets, end of period	$	199,249,818		$	209,762,166		$	199,249,818		$	209,762,166

Ratios to average net assets:

Expenses*	7.90		%	9.56		%	8.46		%	9.82		%
Net investment income*	18.94		%	27.90		%	20.99		%	23.25		%
Portfolio turn-over rate	-%			0.19%			-%			0.19%
Average debt outstanding	$	161,750,000		$	179,500,000		$	168,928,571		$	186,571,429
*Annualized
**Total return amounts presented above are not annualized

12. SUBSEQUENT EVENTS

On July 6, 2020, Management elected to reduce the size of the debt facility size from $240.0 million to $200.0 million. The Fund evaluated additional subsequent events through the date the financial statements were issued and determined that no additional subsequent events had occurred that would require accrual or disclosure in the financial statements.

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

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

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

Overview

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

The Fund provides financing and advisory services to a variety of carefully selected venture-backed companies that have received equity funding from traditional sources of venture capital equity funding (i.e. a professionally managed venture capital firm), as well as non-traditional sources of venture capital equity funding (e.g. angel investors, strategic investors, family offices, crowdfunding investment platforms, etc.) (collectively, “Venture-Backed Companies”), primarily throughout the United States with a focus on growth-oriented companies. The Fund’s portfolio consists of companies in the communications, information services, media, technology (including software and technology-enabled business services), biotechnology, and medical devices industry sectors, among others. The Fund’s capital is generally used by its portfolio companies to finance acquisitions of fixed assets and working capital. On August 31, 2015, the Company completed its first closing of capital contributions. On September 1, 2015, the Fund made its first investment and became a non-diversified, closed-end investment company that elected to be treated as a BDC under the 1940 Act. While the Fund intends to operate as a non-diversified investment company within the meaning of Section 5(b)(2) of the 1940 Act, from time to time the Fund may act as a diversified investment company within the meaning of Section 5(b)(1) of the 1940 Act.

The Fund elected to be treated for federal income tax purposes as a RIC under the Code with the filing of its federal corporate income tax return for 2016. Pursuant to this election, the Fund generally will not have to pay corporate-level taxes on any income distributed to its shareholder as dividends, allowing the Company to substantially reduce or eliminate its corporate-level tax liability.

The Fund will seek to meet the ongoing requirements, including the diversification requirements, to qualify as a RIC under the Code. If the Fund fails to meet these requirements, it will be taxed as an ordinary corporation on

its taxable income for that year (even if that income is distributed to the Company) and all distributions out of its earnings and profits will be taxable to the members of the Company as ordinary income; thus, such income will be subject to a double layer of tax. There is no assurance that the Fund will meet the ongoing requirements to qualify as a RIC for tax purposes.

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

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

The Manager also serves as investment manager for Fund VII. The Fund’s Board of Directors determined that so long as Fund VII had capital available to invest in loan transactions with final maturities earlier than December 31, 2022 (the date on which Fund VII will be dissolved), the Fund would invest in each portfolio company in which Fund VII invested (“Investments”). Generally, the amount of each Investment was allocated 50% to the Fund and 50% to Fund VII, or such other allocations as were determined by the respective fund boards, so long as the Fund had capital available to invest. Effective June 30, 2017, Fund VII was no longer permitted to enter new commitments to borrowers; however, Fund VII was permitted to fund existing commitments, in which the Fund might also be invested. Fund VII’s last commitment expired on July 31, 2018. The ability of the Fund to co-invest with Fund VII, and other clients advised by the Manager, is subject to the conditions (“Conditions”) with which the Funds are currently complying while seeking certain exemptive relief from the Securities and Exchange Commission (“SEC”) from the provisions of Sections 17(d) and 57 of the 1940 Act and Rule 17d-1 thereunder. To the extent that clients, other than Fund VII, advised by the Manager (but in which the Manager has no proprietary interest) invest in opportunities available to the Fund, the Manager will allocate such opportunities among the Fund and such other clients in a manner deemed fair and equitable considering all of the circumstances in accordance with the Conditions.

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

The Manager also serves as manager for Fund IX. The Fund’s Board of Directors determined that so long as Fund IX has capital available to invest in loan transactions with final maturities earlier than December 31, 2028 (the date on which Fund IX will be dissolved), the Fund may invest in each portfolio company in which Fund IX invests (“Investments”). Generally, the amount of each investment will be allocated 50% to the Fund and 50% to Fund IX, or such other allocations as may be determined by the respective fund boards, so long as the Fund has capital available to invest. The ability of the Fund to co-invest with Fund IX, and other clients advised by the Manager, is subject to the Conditions described above. Effective March 31, 2020, the Fund is no longer permitted to enter new commitments to borrowers; however the Fund is permitted to fund existing commitments through March 31, 2021. To the extent that clients, other than Fund IX, advised by the Manager (but in which the Manager has no proprietary interest) invest in opportunities available to the Fund, the Manager will allocate such opportunities among the Fund and such other clients in a manner deemed fair and equitable considering all of the circumstances in accordance with the Conditions.

Critical Accounting Policies, Practices and Estimates

Critical Accounting Policies and Practices are those accounting policies and practices that are both the most important to the portrayal of the Fund’s net assets and results of operations and require the most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Critical accounting estimates are accounting estimates where the nature of the estimates is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and the impact of the estimates on net assets or operating performance is material.

In evaluating the most critical accounting policies and estimates, the Manager has identified the estimation of fair value of the Fund’s loan investments as the most critical of the accounting policies and accounting estimates applied to the Fund’s reporting of net assets or operating performance. In accordance with U.S. GAAP, the Fund defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; that is, an exit price. The exit price assumes the asset or liability was exchanged in an orderly transaction; it was not a forced liquidation or distressed sale. There is no readily available market price or secondary market for the loans made by the Fund to borrowers, hence the Manager determines fair value based on a hypothetical market and the estimates are subject to high levels of judgment and uncertainty. The Fund’s loan investments are considered Level 3 fair value measurements in the fair value hierarchy due to the lack of observability over many of the important inputs used in determining fair value.

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

The actual value of the loans may differ from Management’s estimates, which would affect net change in net assets resulting from operations as well as assets.

Recent Development

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

While the COVID-19 pandemic did not materially affect the Fund’s business and results of operations in the second fiscal quarter ended June 30, 2020, these are not necessarily indicative of the results to be expected for the full fiscal year. The slowdown of the global and local economies has had an impact on a number of the Fund’s borrowers’ businesses and operations, causing an increase in debt investments that are moved from performing to non-performing status. In the short-term, valuation of some of the Fund’s debt investments resulted in unrealized gain from loans in the second fiscal quarter ended June 30, 2020, as many of the Fund’s debt portfolio companies proactively reduced expenses, restructured their revenue programs, and amended their performance plans to manage their capital and liquidity requirements. These efforts partially offset the continued financial market volatility that also factored into the Fund’s loan valuation adjustment.

Given the uncertainty of the COVID-19 situation, the full extent of the long-term economic impact on the Fund’s business operations, result of operations, and access to liquidity and capital resources is unpredictable at this time and will depend on many factors outside of the Fund’s control, including, without limitations, the timing, extent, trajectory and duration of the pandemic.

The Fund is maintaining close communications with its debt portfolio companies to proactively assess and manage potential risks. Management has increased oversight analysis of credits across the Fund's debt investment portfolio in an attempt to manage the potential credit risk and improve loan performance. As part of its risk management strategy, Management is tracking mitigating factors and their effectiveness in improving credit performance. For example, Management is taking into consideration the borrowers’ participation to the U.S. Small Business Administration (“SBA”) Paycheck Protection Program (“PPP”). PPP was created as a part of the recently enacted Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), which provides assistance to small businesses to maintain their payroll, hire back employees who may have been laid off, and cover applicable overhead expenses.

Management is also monitoring the Fund's continued access to capital resources through periodic communications with the bank syndicate and the Company’s members. As of June 30, 2020, there are no indications that the bank syndicate will fail to renew the Fund’s debt facility or that any of the Company’s members will be unable to meet their capital obligations to the Company.

In addition, the Fund is taking proactive steps to ensure and maintain an appropriate liquidity position based on the current circumstances. The Fund believes its existing cash balance and access to capital from its debt facility and the Company’s members will be sufficient to satisfy its working capital needs, debt repayments, and other liquidity requirements associated with its existing operations.

Results of Operations - For the Three and Six Months Ended June 30, 2020 and 2019

Total investment income for the three months ended June 30, 2020 and 2019 was $13.4 million and $20.6 million, respectively, which primarily consisted of interest on the venture loans outstanding. The remaining income consisted of interest and dividends on the temporary investment of cash, and other income from commitment fees and warrants. The average outstanding balance of performing loans calculated using the month-end balances was $341.1 million and $376.8 million for the three months ended June 30, 2020 and 2019, respectively. The weighted-average interest rate on performing loans was 15.61% and 21.74% for the same periods, respectively. The weighted-average interest rate on all loans was 14.99% and 21.09% for the three months ended June 30, 2020 and 2019, respectively. Interest is calculated using the effective interest method, and rates earned by the Fund will fluctuate based on many factors including early payoffs, volatility of values ascribed to warrants, and new loans funded during the year. The decrease in investment income and weighted-average interest rate was primarily due to fewer early payoffs of loans in the portfolio and fewer new loans to offset the loans being paid down during the three months ended June 30, 2020.

Total investment income for the six months ended June 30, 2020 and 2019 was $29.6 million and $36.2 million, respectively, which primarily consisted of interest on the venture loans outstanding. The remaining income consisted of interest and dividends on the temporary investment of cash, and other income from commitment fees and warrants. The average outstanding balance of performing loans calculated using the month-end balances was $347.2 million and $383.7 million for the three months ended June 30, 2020 and 2019, respectively. The weighted-average interest rate on performing loans was 16.70% and 18.74% for the same periods, respectively. The weighted-average interest rate on all loans was 16.14% and 18.33% for the six months ended June 30, 2020 and 2019, respectively. Interest is calculated using the effective interest method, and rates earned by the Fund will fluctuate based on many factors including early payoffs, volatility of values ascribed to warrants, and new loans funded during the year. The decrease in investment income and weighted-average interest rate was primarily due to fewer early payoffs of loans in the portfolio and fewer new loans to offset the loans being paid down during the six months ended June 30, 2020.

Management fees were $2.2 million and $2.4 million for the three months ended June 30, 2020 and 2019, respectively. Management fees were $4.6 million and $4.9 million for the six months ended June 30, 2020 and 2019, respectively. Management fees were calculated as 2.5% of the Fund’s total assets and the decrease was due to a decline in the Fund’s total assets due primarily to a decline in cash on hand as a result of no significant loan fundings scheduled immediately after the quarter end, and a decline in new loan fundings with the expiration of the commitment period in the previous quarter.

Interest expense was $1.5 million and $2.6 million for the three months ended June 30, 2020 and 2019, respectively. Interest expense was comprised of amounts related to interest on debt amounts drawn down, unused credit line fees and amounts amortized from deferred fees incurred in conjunction with the loan facility. Interest expense decreased primarily due to a decline in the average outstanding debt from $179.5 million in 2019 to $161.8 million in 2020 and a decline in weighted-average interest rates from 5.88% for the three months ended June 30, 2019 to 3.83% for the three months ended June 30, 2020.

Interest expense was $3.6 million and $5.4 million for the six months ended June 30, 2020 and 2019, respectively. Interest expense decreased primarily due to a decline in the average outstanding debt from $186.6 million in 2019 to $168.9 million in 2020 and a decline in weighted-average interest rates from 5.77% for the six months ended June 30, 2019 to 4.25% for the six months ended June 30, 2020.

Banking and professional fees were $0.1 million and $0.2 million for the three months ended June 30, 2020 and 2019, respectively. Banking and professional fees were $0.3 million and $0.3 million for the six months ended June 30, 2020 and 2019, respectively. The banking and professional fees were comprised of legal, audit, banking and other professional fees. Banking and professional fees decreased primarily due to the decrease in legal and audit fees.

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

Net investment income for the three months ended June 30, 2020 and 2019, was $9.4 million and $15.4 million, respectively. Net investment income for the six months ended June 30, 2020 and 2019, was $21.1 million and $25.4 million, respectively.

Net realized loss from loans was $0.5 million for both the three months ended June 30, 2020 and 2019, respectively. Net realized loss from loans was $1.0 million and $0.5 million for the six months ended June 30, 2020 and 2019, respectively. The primary reason for the losses was non-accrual loan write-offs.

Net realized gain (loss) from derivative instruments was $(0.3) million and $0.1 million for the three months ended June 30, 2020 and 2019, respectively. Net realized gain (loss) from derivative instruments was $(0.6) million and $0.1 million for the six months ended June 30, 2020 and 2019, respectively. The net realized loss from derivative instruments for the three months ended June 30, 2020 was due to interest payments paid on the interest rate swap and collar as the floating rate dropped below the fixed rate of the swap and the one-month LIBOR rate is below the floor of the collar. The net realized gain from derivative instruments for the three months ended June 30, 2019 was from interest payments received from the interest rate swap as the floating rate rose above the fixed rate of the swap.

Net change in unrealized gain (loss) from loans was $0.6 million and $(2.2) million for the three months ended June 30, 2020 and 2019, respectively. Net change in unrealized gain (loss) from loans was $(13.2) million and $(2.6) million for the six months ended June 30, 2020 and 2019, respectively. The net change in unrealized loss from loans consisted of fair value adjustments taken against loans as a result of an improvement or deterioration in certain portfolio companies’ performance as well as reversal of prior adjustments on realized loan losses.

Net change in unrealized gain (loss) from derivative instruments was $0.3 million and $(0.7) million for the three months ended June 30, 2020 and 2019. Net change in unrealized gain (loss) from derivative instruments was less than ($0.1) million and $(1.0) million for the six months ended June 30, 2020 and 2019. The net change in

unrealized loss from derivative instruments consisted of fair market value adjustments to the interest rate swap and collar. The increase in the three months ended June 30, 2020 was primarily due to the realization of the prior value of the position.

Net increase in net assets resulting from operations for the three months ended June 30, 2020 and 2019, was $9.4 million and $12.0 million, respectively. On a per share basis, the net increase in net assets resulting from operations for the three months ended June 30, 2020 and 2019 was $94.36 and $120.36, respectively.

Net increase in net assets resulting from operations for the six months ended June 30, 2020 and 2019, was $6.3 million and $21.5 million, respectively. On a per share basis, the net increase in net assets resulting from operations for the six months ended June 30, 2020 and 2019 was $63.20 and $214.75, respectively.

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

The Fund is owned entirely by the Company. The Company is expected, but not required, to make further contributions to the capital of the Fund to the extent of the Company’s members’ capital commitment to the Company and excess cash balances of the Company. Total capital contributed to the Fund was $345.1 million and $314.6 million as of June 30, 2020 and December 31, 2019, respectively. As of both June 30, 2020 and December 31, 2019, the Company had subscriptions for capital in the amount of $423.6 million, of which $415.2 million and $372.8 million had been called, respectively. As of June 30, 2020, $8.5 million of capital remains uncalled and the uncalled capital expires on August 20, 2020, the Fund’s fifth anniversary of its first investment unless extended. The Manager has exercised, and the Board of Directors ratified, its discretion to extend the Investment Period by two calendar quarters, causing the date for which the full amount of the remaining uncalled capital can be drawn to be extended to March 31, 2021. The Company has made $149.6 million in recallable distributions to its investors, as permitted under its operating agreement between the Company’s managing member and members of the Company.

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



	For the Six Months Ended June 30, 2020			For the Six Months Ended June 30, 2019
Net cash provided by operating activities	$	24,490,481		$	40,726,718
Net cash used in financing activities	(34,555,589		)	(46,453,033		)
Net decrease in cash and cash equivalents	$	(10,065,108	)	$	(5,726,315	)

As of June 30, 2020 and December 31, 2019, 1.26% and 6.08%, respectively, of the Fund’s net assets consisted of cash and cash equivalents.

On April 5, 2016, the Fund established a secured, syndicated revolving loan facility in an initial amount of up to $150.0 million (the “Loan Agreement”) led by Wells Fargo, N.A. and MUFG Union Bank, N.A. On September 11, 2017, the Loan Agreement was amended (the “Amended Loan Agreement”) and the borrowing availability thereunder increased the size of the facility to $280.0 million. Effective May 6, 2020, Management elected to reduce the facility size from $280.0 million to $240.0 million. Subsequent to the close of the quarter, Management elected to reduce the facility size from $240.0 million to $200.0 million. All of the assets of the Fund collateralize borrowings by the Fund. The Fund pays interest on its borrowings and a fee on the unused portion of the facility. The facility terminates on September 11, 2020, but can be accelerated in the event of default, such as failure by the Fund to make timely interest or principal payments. As of June 30, 2020, $153.0 million was outstanding under the facility.

For the six months ended June 30, 2020, the Fund invested its assets in venture loans. Amounts disbursed under the Fund’s loan commitments were $74.7 million for the six months ended June 30, 2020. Net loan amounts outstanding after amortization and valuation adjustments decreased by $23.7 million for the same period. Unexpired unfunded commitments totaled approximately $66.5 million as of June 30, 2020.



As of	Cumulative Amount Disbursed	Principal Reductions and Fair Market Adjustments	Balance Outstanding - Fair Value	Unexpired Unfunded Commitments
June 30, 2020	$915.0 million	$566.7 million	$348.3 million	$66.5 million
December 31, 2019	$840.3 million	$468.3 million	$372.0 million	$78.0 million

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



Borrower	Industry	Unexpired Unfunded Commitment as of June 30, 2020		Expiration Date
Aclima, Inc.	Other Technology	$	4,000,000	07/31/2020
ATeam Army, Inc.	Other Technology	500,000		07/30/2020
Benson Hill Bio, Inc.	Other Technology	7,500,000		12/01/2020
BW Industries, Inc.	Other Technology	2,000,000		07/31/2020
Callisto Media, Inc.	Technology Services	7,500,000		12/31/2020
Canary Technologies Corporation	Software	250,000		09/30/2020
Cloudleaf, Inc.	Software	1,500,000		10/15/2020
eXo Imaging, Inc.	Medical Devices	4,000,000		11/30/2020
Fetch Robotics, Inc.	Computers & Storage	2,500,000		06/30/2021
GoForward, Inc.	Other Healthcare	6,250,000		07/01/2020
Hello Heart Inc.	Other Healthcare	750,000		08/31/2020
Invoice2Go, Inc.	Software	13,000,000		03/31/2021
Jiko Group, Inc.	Other Technology	3,500,000		06/30/2020
Lucideus, Inc.	Software	500,000		07/15/2020
Lukla, Inc.	Internet	500,000		01/31/2021
Marley Spoon, Inc.	Internet	3,750,000		07/31/2020
Medable, Inc.	Software	2,000,000		07/31/2020
OneLocal, Inc.	Internet	333,333		07/31/2020
Pitzi, Ltd.	Other Technology	1,000,000		11/30/2020
Quartzy, Inc.	Biotechnology	2,250,000		10/15/2020
Reciprocity, Inc.	Software	1,950,000		01/31/2021
RenoFi, Inc.	Internet	250,000		09/30/2020
Residently USA, LLC	Internet	750,000		07/30/2020
Total		$	66,533,333



Borrower	Industry	Unexpired Unfunded Commitment as of December 31, 2019		Expiration Date
Ablacon, Inc.	Medical Devices	$	2,500,000	01/31/2020
Ainsly, Inc.	Internet	1,500,000		01/31/2020
AirVine Scientific, Inc.	Wireless	125,000		03/31/2020
Apollo Flight Research Inc.	Other Technology	250,000		01/31/2020
ArborMetrix, Inc.	Software	750,000		04/30/2020
Beanfields, PBC	Other Technology	625,000		06/30/2020
BWI Industries, Inc.	Other Technology	2,000,000		07/31/2020
Callisto Media, Inc.	Technology Services	10,000,000		12/31/2020
Canary Technologies Corp.	Software	250,000		09/30/2020
Cesium, Inc.	Internet	375,000		03/31/2020
Cloudleaf, Inc.	Software	1,500,000		10/15/2020
DOSH Holdings, Inc.	Other Technology	3,750,000		01/15/2020
eXo Imaging, Inc.	Medical Devices	6,000,000		11/30/2020
GoForward, Inc.	Other Healthcare	6,250,000		07/01/2020
Hello Heart Inc.	Other Healthcare	1,750,000		08/31/2020
HumanAPI, Inc.	Other Healthcare	500,000		01/31/2020
Kids on 45th, Inc.	Internet	500,000		01/31/2020
Klar Holdings Limited	Technology Services	250,000		03/31/2020
Lifit, Inc.	Technology Services	500,000		01/30/2020
Lucideus, Inc.	Software	500,000		07/15/2020
Lukla, Inc.	Internet	750,000		01/31/2021
Marley Spoon, Inc.	Internet	3,750,000		07/31/2020
Medable, Inc.	Software	2,000,000		07/31/2020
Merchbar, Inc.	Internet	250,000		01/30/2020
Noteleaf, Inc.	Other Technology	1,000,000		01/31/2020
OneLocal, Inc.	Internet	1,000,000		07/31/2020
Owl Cameras, Inc.	Software	3,000,000		01/01/2020
Parallel Wireless, Inc.	Wireless	6,500,000		03/31/2020
Percepto, Inc.	Other Technology	1,000,000		05/31/2020
Pitzi, Ltd.	Other Technology	2,500,000		11/30/2020
Quartzy, Inc.	Biotechnology	2,250,000		10/15/2020
Solugen, Inc.	Technology Services	1,250,000		01/31/2020
Stay Alfred, Inc.	Internet	7,500,000		06/30/2020
Stitch Labs, Inc.	Software	750,000		01/31/2020
The Safe and Fair Food Company LLC	Other Technology	1,250,000		01/31/2020
Trendalytics Innovation Labs, Inc.	Software	450,000		01/31/2020
Visual Supply Company	Internet	2,500,000		03/31/2020
Voodoo Manufacturing, Inc.	Other Technology	375,000		02/28/2020
Total		$	77,950,000

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

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

As of June 30, 2020, the Fund had cash reserves of $2.5 million and approximately $165.1 million in scheduled loan receivable payments over the next twelve months. Additionally, the Fund has access to the Company’s uncalled capital of $8.5 million as a liquidity source and the unused portion of the revolving credit facility. Management intends to extend the credit facility beyond the current contractual termination date. Together, these amounts are sufficient to meet the current commitment backlog and operational expenses of the Fund over the next year. The Fund regularly evaluates potential future liquidity resources and demands before making additional future commitments.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

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

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

The Fund’s exposure to interest rate sensitivity is regularly monitored and analyzed by measuring the characteristics of assets and liabilities. The Fund utilizes various methods to assess interest rate risk in terms of the potential effect on interest income net of interest expense, the value of net assets and the value at risk in an effort to ensure that the Fund is insulated from any significant adverse effects from changes in interest rates. At June 30, 2020, the outstanding debt balance was $153.0 million at a weighted-average floating interest rate of 0.19%, for which the Fund had derivative instruments in place with a fixed interest rate of 2.01% on $90.0 million of the notional principal amount with an interest rate swap and floor and with a ceiling of 1.00% on $30.0 million with an interest rate collar.

Because all of the Fund’s loans impose a fixed interest rate upon funding, changes in short-term interest rates will not directly affect interest income associated with the loan portfolio as of June 30, 2020. However, those changes could have the potential to change the Fund’s ability to originate loan commitments, acquire and renew bank facilities, and engage in other investment activities. Further, changes in short-term interest rates could also affect interest rate expense, realized gain from investments and interest on the Fund’s short-term investments.

Based on the Fund’s Condensed Statements of Assets and Liabilities as of June 30, 2020, the following table shows the approximate annualized increase (decrease) in components of net assets resulting from operations of hypothetical base rate changes in interest rates, assuming no changes in investments, borrowings, cash balances and derivative instruments.



Effect of Interest Rate Change By	Other Interest and Other Income (Loss)			Gain from Interest Rate Swap and Floor		Gain (Loss) from Interest Rate Collar			Interest Income (Expense)			Total Income (Loss)
(0.50)%	$	(12,523	)	$	173,912	$	(150,000	)	$	295,650		$	307,039
1%	$	25,045		$	900,000	$	57,971		$	(1,530,000	)	$	(546,984	)
2%	$	50,090		$	1,800,000	$	357,971		$	(3,060,000	)	$	(851,939	)
3%	$	75,136		$	2,700,000	$	657,971		$	(4,590,000	)	$	(1,156,893	)
4%	$	100,181		$	3,600,000	$	957,971		$	(6,120,000	)	$	(1,461,848	)
5%	$	125,226		$	4,500,000	$	1,257,971		$	(7,650,000	)	$	(1,766,803	)

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

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

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

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

Item 4. Controls and Procedures

Disclosure Controls and Procedures:

At the end of the period covered by this report, the Fund carried out an evaluation under the supervision and with the participation of its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Fund’s disclosure controls and procedures pursuant to Rules 13a-15(b) and 15d-15(b) of the Securities Exchange Act of 1934 (“Exchange Act”). Based upon this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Fund’s disclosure controls and procedures were effective as of the end of the period

in ensuring that information required to be disclosed was recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and in providing reasonable assurance that information required to be disclosed by the Fund in such reports is accumulated and communicated to the Fund’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

Changes in Internal Controls:

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

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

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

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

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

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

None.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits



Exhibit Number	Description
3(i)	Articles of Incorporation of the Fund as filed with the Maryland Secretary of State on May 6, 2015, incorporated by reference to the Fund’s Form 10 filed with the Securities and Exchange Commission on May 29, 2015.
3(ii)	Bylaws of the Fund, incorporated by reference to the Fund’s Form 10 filed with the Securities and Exchange Commission on May 29, 2015.
4.1	Form of Purchase Agreement between the Fund and the Company, incorporated by reference to the Fund’s Registration Statement on Form 10 filed with the Securities and Exchange Commission on May 29, 2015.
31.1	Chief Executive Officer (Principal Executive Officer) certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Rules 13a -14(a) and 15d-14(a) Certification).
31.2	Chief Financial Officer (Principal Financial Officer) certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Rules 13a -14(a) and 15d-14(a) Certification).
32.1	Chief Executive Officer (Principal Executive Officer) certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (Section 1350 Certification).
32.2	Chief Financial Officer (Principal Financial Officer) certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (Section 1350 Certification).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

VENTURE LENDING & LEASING VIII, INC.

(Registrant)



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

Venture Lending & Leasing VIII, Inc. - FORM 10-Q - August 13, 2020

Attached files

Venture Lending & Leasing VIII, Inc. Reports