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

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EX-32.2 - VLL8INC 10-Q 09.30.2020 EXHIBIT 32.2 - Venture Lending & Leasing VIII, Inc.vll810q93020ex322.htm
EX-32.1 - VLL8INC 10-Q 09.30.2020 EXHIBIT 32.1 - Venture Lending & Leasing VIII, Inc.vll810q93020ex321.htm
EX-31.2 - VLL8INC 10-Q 09.30.2020 EXHIBIT 31.2 - Venture Lending & Leasing VIII, Inc.vll810q93020ex312.htm
EX-31.1 - VLL8INC 10-Q 09.30.2020 EXHIBIT 31.1 - Venture Lending & Leasing VIII, Inc.vll810q93020ex311.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 September 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)
Maryland47-3919702
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
104 La Mesa Drive, Suite 102, Portola Valley, CA94028
(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:
ClassOutstanding as of November 13, 2020
Common Stock, $0.001 par value100,000



VENTURE LENDING & LEASING VIII, INC.
INDEX
PART I — FINANCIAL INFORMATION
Item 1.Financial Statements
Condensed Statements of Assets and Liabilities (Unaudited)
As of September 30, 2020 and December 31, 2019
Condensed Statements of Operations (Unaudited)
For the three and nine months ended September 30, 2020 and 2019
Condensed Statements of Changes in Net Assets (Unaudited)
For the three and nine months ended September 30, 2020 and 2019
Condensed Statements of Cash Flows (Unaudited)
For the nine months ended September 30, 2020 and 2019
Condensed Schedules of Investments (Unaudited)
As of September 30, 2020 and December 31, 2019
Condensed Schedules of Derivative Instruments (Unaudited)
As of September 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 SEPTEMBER 30, 2020 AND DECEMBER 31, 2019

 September 30, 2020December 31, 2019
ASSETS
Loans, at estimated fair value
   (cost of $313,024,827 and $379,044,418)$289,351,012 $371,955,824 
Cash and cash equivalents3,812,554 12,569,629 
Dividend and interest receivables3,640,019 4,702,811 
Other assets2,057,893 551,337 
Total assets298,861,478 389,779,601 
  
LIABILITIES
Borrowings under debt facility117,500,000 179,000,000 
Accrued management fees1,867,884 2,436,123 
Derivative liability87,985 347,183 
Accounts payable and other accrued liabilities492,651 1,411,131 
Total liabilities119,948,520 183,194,437 
  
NET ASSETS$178,912,958 $206,585,164 
  
Analysis of Net Assets: 
  
Capital paid in on shares of capital stock$352,075,000 $314,575,000 
Total distributable losses(173,162,042)(107,989,836)
Net assets (equivalent to $1,789.13 and $2,065.85 per share based on 100,000 shares of capital stock outstanding - See Note 5 and Note 11)$178,912,958 $206,585,164 
Commitments & Contingent Liabilities:
Unexpired unfunded commitments (See Note 10)$36,325,000 $77,950,000 









See notes to condensed financial statements (unaudited).
3

VENTURE LENDING & LEASING VIII, INC.

CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019

 For the Three Months Ended September 30, 2020For the Three Months Ended September 30, 2019  For the Nine Months Ended September 30, 2020 For the Nine Months Ended September 30, 2019
 
INVESTMENT INCOME:
Interest on loans$16,375,162 $14,550,348 $45,411,658 $50,498,572 
Other interest and other income1,569 58,471 531,529 264,208 
Total investment income16,376,731 14,608,819 45,943,187 50,762,780 
 
EXPENSES:
Management fees1,867,884 2,330,573 6,427,089 7,269,393 
Interest expense1,320,023 2,357,972 4,909,200 7,737,886 
Banking and professional fees214,639 35,669 467,936 354,563 
Other operating expenses63,647 102,191 159,402 197,051 
Total expenses3,466,193 4,826,405 11,963,627 15,558,893 
Net investment income12,910,538 9,782,414 33,979,560 35,203,887 
 
Net realized gain (loss) from loans130,064 (6,502,951)(851,422)(6,984,292)
Net realized gain (loss) from derivative instruments(354,659)70,408 (910,248)217,375 
Net change in unrealized loss from loans(3,379,357)(451,245)(16,585,221)(3,040,912)
Net change in unrealized gain (loss) from derivative instruments265,437 (67,233)259,198 (1,090,118)
Net realized and change in unrealized loss from loans and derivative instruments(3,338,515)(6,951,021)(18,087,693)(10,897,947)
Net increase in net assets resulting from operations$9,572,023 $2,831,393 $15,891,867 $24,305,940 
Amounts per common share:
Net increase in net assets resulting from operations per share$95.72 $28.31 $158.92 $243.06 
Weighted average shares outstanding100,000 100,000 100,000 100,000 






See notes to condensed financial statements (unaudited).
4

VENTURE LENDING & LEASING VIII, INC.

CONDENSED STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019

    
Common stock
 SharesPar valueAdditional paid-in capitalTotal distributable earnings (loss)Net assets
Balance at June 30, 2019100,000 $100 $297,574,900 $(87,812,834)$209,762,166 
Net increase in net assets resulting from operations— — — 2,831,393 2,831,393 
Distributions to shareholder— — — (17,331,773)(17,331,773)
Contributions from shareholder— — 9,000,000 — 9,000,000 
Balance at September 30, 2019100,000 $100 $306,574,900 $(102,313,214)$204,261,786 
 
Balance at June 30, 2020100,000 $100 $345,074,900 $(145,825,182)$199,249,818 
Net increase in net assets resulting from operations— — — 9,572,023 9,572,023 
Distributions to shareholder— — — (36,908,883)(36,908,883)
Contributions from shareholder— — 7,000,000 — 7,000,000 
Balance at September 30, 2020100,000 $100 $352,074,900 $(173,162,042)$178,912,958 
Balance at December 31, 2018100,000 $100 $297,574,900 $(81,031,049)$216,543,951 
Net increase in net assets resulting from operations— — — 24,305,940 24,305,940 
Distributions to shareholder— — — (45,588,105)(45,588,105)
Contributions from shareholder— — 9,000,000 — 9,000,000 
Balance at September 30, 2019100,000 $100 $306,574,900 $(102,313,214)$204,261,786 
 
Balance at December 31, 2019100,000 $100 $314,574,900 $(107,989,836)$206,585,164 
Net increase in net assets resulting from operations— — — 15,891,867 15,891,867 
Distributions to shareholder— — — (81,064,073)(81,064,073)
Contributions from shareholder— — 37,500,000 — 37,500,000 
Balance at September 30, 2020100,000 $100 $352,074,900 $(173,162,042)$178,912,958 


See notes to condensed financial statements (unaudited).
5

VENTURE LENDING & LEASING VIII, INC.

CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019
   For the Nine Months Ended September 30, 2020 For the Nine Months Ended September 30, 2019
CASH FLOWS FROM OPERATING ACTIVITIES: 
Net increase in net assets resulting from operations$15,891,867 $24,305,940 
Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by operating activities: 
Net realized loss from loans851,422 6,984,292 
Net realized (gain) loss from derivative instruments910,248 (217,375)
Net change in unrealized loss from loans16,585,221 3,040,912 
Net change in unrealized (gain) loss from derivative instruments(259,198)1,090,118 
Amortization of deferred costs related to borrowing facility
430,383 414,378 
Net decrease in dividend and interest receivables1,062,793 187,207 
Net increase in other assets(324,799)(134,669)
Net decrease in accounts payable, other accrued liabilities and accrued management fees(1,486,718)(1,280,004)
Origination of loans(86,675,000)(116,725,000)
Principal payments on loans149,975,862 133,498,343 
Acquisition of equity securities(4,796,766)(6,896,982)
Net cash provided by operating activities92,165,315 44,267,160 
CASH FLOWS FROM FINANCING ACTIVITIES: 
Cash distributions to shareholder(74,400,000)(30,750,000)
Contributions from shareholder37,500,000 9,000,000 
Borrowings under debt facility62,500,000 29,000,000 
Repayments of borrowings under debt facility(124,000,000)(68,000,000)
Payments made for derivative instruments(910,249)(7,729)
Payments received from derivative instruments— 225,105 
Payment of bank facility fees and costs(1,612,141)— 
Net cash used in financing activities(100,922,390)(60,532,624)
Net decrease in cash and cash equivalents(8,757,075)(16,265,464)
CASH AND CASH EQUIVALENTS: 
Beginning of period12,569,629 19,388,362 
End of period$3,812,554 $3,122,898 
SUPPLEMENTAL DISCLOSURES: 
CASH PAID DURING THE PERIOD:   
Interest - Debt facility$4,482,117 $9,492,514 
NON-CASH OPERATING AND FINANCING ACTIVITIES:   
Distributions of equity securities and convertible loan to shareholder$6,664,073 $14,838,105 
Receipt of equity securities and convertible loan as repayment of loans$1,867,307 $7,941,123 
See notes to condensed financial statements (unaudited).
6

VENTURE LENDING & LEASING VIII, INC.

CONDENSED SCHEDULE OF INVESTMENTS (UNAUDITED)
AS OF SEPTEMBER 30, 2020
    

IndustryBorrowerPercent of Net Assets (a)CollateralInterest Rate (b)End of Term Payment (c)PrincipalCostFair ValueFinal Maturity Date
Biotechnology
Antheia, Inc.Senior Secured11.5 %$1,354,111 $1,336,880 $1,336,880 12/1/2022
Antheia, Inc.Senior Secured11.5 %1,352,7631,305,7961,305,79612/1/2022
Antheia, Inc. Subtotal2,706,8742,642,6762,642,676
Driver Bioengineering, Inc.Senior Secured11.0 %371,418326,125326,1254/1/2023
Driver Bioengineering, Inc.Senior Secured11.0 %866,828846,564846,5646/1/2023
Driver Bioengineering, Inc. Subtotal1,238,2461,172,6891,172,689
Orpheus Therapeutics, Inc.Senior Secured18.0 %178,510174,288— *
Quartzy, Inc.Senior Secured12.0 %1,113,5581,083,0451,083,0455/1/2024
Quartzy, Inc.Senior Secured12.0 %741,785655,981655,9818/1/2023
Quartzy, Inc. Subtotal1,855,3431,739,0261,739,026
Biotechnology Total3.1 %$5,978,973 $5,728,679 $5,554,391 
Computers & Storage
Canary Connect, Inc.Senior Secured12.8 %$2,470,087 $2,401,138 $2,401,138 3/1/2023
Canary Connect, Inc.Senior Secured12.8 %151,342145,405145,40512/1/2020
Canary Connect, Inc. Subtotal2,621,4292,546,5432,546,543
Fetch Robotics, Inc.Senior Secured12.0 %7,421,3167,078,8127,078,8126/1/2024
Computers & Storage Total5.4 %$10,042,745 $9,625,355 $9,625,355 
Internet
Ainsly, Inc. ** ^Senior Secured12.5 %$588,648 $551,894 $551,894 8/1/2022
Ainsly, Inc. ** ^Senior Secured12.5 %247,309214,562214,5629/1/2023
Ainsly, Inc. ** ^Senior Secured12.5 %196,229196,229196,2298/1/2022
Ainsly, Inc. ** ^ Subtotal1,032,186962,685962,685
Amino Payments, Inc.Senior Secured10.8 %830,084798,995798,9953/1/2022
Bombfell, Inc.Senior Secured11.0 %597,384509,706154,254*
Cesium, Inc.Senior Secured10.3 %116,550114,750114,7501/1/2023
Cesium, Inc.Senior Secured10.3 %233,020220,606220,6061/1/2023
Cesium, Inc. Subtotal349,570335,356335,356
Clearsurance, Inc.Senior Secured10.3 %761,778740,982740,9829/1/2021
Daily Muse, Inc.Senior Secured11.0 %3,699,2673,658,0993,658,09912/1/2021
FLYR, Inc.Senior Secured11.5 %645,228620,217268,2509/1/2021
FLYR, Inc.Senior Secured11.8 %1,408,8881,393,627602,7561/1/2022
FLYR, Inc. Subtotal2,054,1162,013,844871,006
iZENEtech, Inc. ** ^Senior Secured11.0 %727,352720,002720,0021/1/2021
iZENEtech, Inc. ** ^Senior Secured11.0 %1,599,9921,589,9361,589,9366/1/2021
iZENEtech, Inc. ** ^ Subtotal2,327,3442,309,9382,309,938
Lenddo International ** ^Senior Secured18.0 %795,048694,704111,434*
Linden Research Inc.Senior Secured12.0 %5,509,5905,381,4985,381,4986/1/2022
Lukla, Inc.Senior Secured12.5 %451,616398,278398,27812/1/2022
Lukla, Inc.Senior Secured12.5 %247,294235,866235,8666/1/2023
Lukla, Inc. Subtotal698,910634,144634,144
Marley Spoon, Inc. ** ^Senior Secured12.0 %2.5 %3,708,8272,896,9182,896,9185/1/2023
Masse, Inc.Senior Secured18.0 %304,001144,0086,243*
Merchbar, Inc.Senior Secured11.8 %494,495470,074470,0743/1/2023
MyPizza Technologies, Inc.Senior Secured11.5 %2,472,6342,433,3552,433,3552/1/2024
MyPizza Technologies, Inc.Senior Secured11.5 %4,944,6424,766,6194,766,61912/1/2023
MyPizza Technologies, Inc. Subtotal7,417,2767,199,9747,199,974
7

IndustryBorrowerPercent of Net Assets (a)CollateralInterest Rate (b)End of Term Payment (c)PrincipalCostFair ValueFinal Maturity Date
Nimble Rx, Inc.Senior Secured12.0 %1,200,6691,088,5331,088,5332/1/2023
Nimble Rx, Inc.Senior Secured12.0 %1,237,3321,182,7061,182,70611/1/2023
Nimble Rx, Inc. Subtotal2,438,0012,271,2392,271,239
OneLocal, Inc. ** ^Senior Secured12.3 %317,225310,259310,2593/1/2023
OneLocal, Inc. ** ^Senior Secured12.3 %329,715305,865305,8653/1/2023
OneLocal, Inc. ** ^Senior Secured12.3 %329,794324,137324,1373/1/2023
OneLocal, Inc. ** ^ Subtotal976,734940,261940,261
Osix CorporationSenior Secured12.3 %53,22048,94648,94612/1/2021
RenoFi, Inc.Senior Secured12.0 %247,372229,272229,2726/1/2023
RenoFi, Inc.Senior Secured12.0 %246,083240,243240,2436/1/2023
RenoFi, Inc. Subtotal493,455469,515469,515
Residently USA, LLC ** ^Senior Secured12.0 %960,946858,678858,6782/1/2023
Serface Care, Inc.Senior Secured12.3 %448,031429,924108,8542/1/2022
Serface Care, Inc.Senior Secured12.3 %149,380147,06437,2362/1/2022
Serface Care, Inc. Subtotal597,411576,988146,090
Shadow, PBCSenior Secured11.5 %508,638472,847472,84710/1/2022
SpotOn Computing, Inc.Senior Secured18.0 %1,893,5281,853,788792,634*
Stay Alfred, Inc.Senior Secured18.0 %10,932,3688,843,431504,668*
Tango Card, Inc.Senior Secured12.0 %113,238113,018113,01811/1/2020
Verishop, Inc.Senior Secured12.0 %2,471,9692,353,3822,353,38212/1/2023
Verishop, Inc.Senior Secured12.0 %2,472,8762,433,5362,433,53612/1/2023
Verishop, Inc. Subtotal4,944,8454,786,9184,786,918
Internet Total21.2 %$54,492,260 $49,986,554 $37,936,414 
Medical Devices
Ablacon, Inc.Senior Secured11.0 %$2,474,645 $2,368,867 $2,368,867 3/1/2023
Ablacon, Inc.Senior Secured11.0 %2,475,5572,435,8892,435,8893/1/2023
Ablacon, Inc. Subtotal4,950,2024,804,7564,804,756
Anutra Medical, Inc.Senior Secured12.0 %211,096203,170203,17010/1/2022
CytoVale, Inc.Senior Secured12.0 %416,554411,789411,7896/1/2022
CytoVale, Inc.Senior Secured12.0 %362,207348,323348,3233/1/2022
CytoVale, Inc.Senior Secured12.0 %494,843484,405484,40511/1/2023
CytoVale, Inc.Senior Secured12.0 %347,441343,273343,2737/1/2022
CytoVale, Inc.Senior Secured12.0 %494,637466,806466,80610/1/2023
CytoVale, Inc. Subtotal2,115,6822,054,5962,054,596
eXo Imaging, Inc.Senior Secured11.8 %1,979,4281,818,6141,818,6149/1/2023
Medrobotics Corporation, Inc.Senior Secured18.0 %10,000,0008,793,5644,928,599*
RadiAction Ltd. ** ^Senior Secured11.5 %659,190651,718651,7184/1/2022
RadiAction Ltd. ** ^Senior Secured11.5 %463,781452,188452,18810/1/2021
RadiAction Ltd. ** ^ Subtotal1,122,9711,103,9061,103,906
Renovia, Inc.Senior Secured10.5 %8,108,0977,275,0497,275,0491/1/2023
Medical Devices Total12.4 %$28,487,476 $26,053,655 $22,188,690 
Other Healthcare
Caredox, Inc.Senior Secured11.8 %$785,090 $769,032 $769,032 7/1/2022
Clover Health Investments CorporationSenior Secured11.3 %7,207,6447,207,6447,207,64410/1/2022
Clover Health Investments CorporationSenior Secured11.0 %10,359,64910,359,64910,359,6493/1/2022
Clover Health Investments Corporation Subtotal17,567,29317,567,29317,567,293
Curve HealthSenior Secured— %1,000,000100,000100,000*
Discover Echo, Inc.Senior Secured11.0 %83,79382,88082,88012/1/2020
Emerald Cloud Lab, Inc.Senior Secured11.8 %1,297,4421,235,4201,235,42012/1/2021
GoForward, Inc.Senior Secured11.5 %6,183,1715,676,1235,676,1239/1/2023
Grin, Inc.Senior Secured12.0 %989,460938,081938,08110/1/2023
Grin, Inc.Senior Secured12.0 %494,898483,847483,8471/1/2024
Grin, Inc. Subtotal1,484,3581,421,9281,421,928
8

IndustryBorrowerPercent of Net Assets (a)CollateralInterest Rate (b)End of Term Payment (c)PrincipalCostFair ValueFinal Maturity Date
Hello Heart Inc.Senior Secured11.0 %743,011728,721728,72111/1/2023
Hello Heart Inc.Senior Secured11.0 %990,216975,038975,0384/1/2023
Hello Heart Inc.Senior Secured11.0 %1,237,4251,178,7711,178,7714/1/2023
Hello Heart Inc.Senior Secured10.8 %692,943687,317687,31710/1/2021
Hello Heart Inc.Senior Secured10.8 %359,910352,953352,9537/1/2021
Hello Heart Inc. Subtotal4,023,5053,922,8003,922,800
HumanAPI, Inc.Senior Secured11.8 %466,031459,694459,6941/1/2023
HumanAPI, Inc.Senior Secured11.8 %1,265,8811,211,1971,211,19710/1/2022
HumanAPI, Inc. Subtotal1,731,9121,670,8911,670,891
mPharma Data, Inc. ** ^Senior Secured10.0 %25,53525,42525,42511/1/2020
mPharma Data, Inc. ** ^Senior Secured10.0 %1,361,2151,343,0931,343,09311/1/2021
mPharma Data, Inc. ** ^Senior Secured10.0 %75,34275,10575,1053/1/2021
mPharma Data, Inc. ** ^ Subtotal1,462,0921,443,6231,443,623
Myolex, Inc.Senior Secured18.0 %762,531726,537238,967*
Naked Biome, Inc.Senior Secured18.0 %523,049419,422— *
Robin Care, Inc.Senior Secured11.5 %495,658459,334459,33412/1/2021
Sparta Software CorporationSenior Secured11.5 %2.2 %351,477342,179342,1795/1/2022
Therapydia, Inc.Senior Secured11.5 %201,131190,781190,7818/1/2022
Therapydia, Inc.Senior Secured12.5 %1.7 %115,684115,684115,6846/1/2023
Therapydia, Inc.Senior Secured12.0 %1.7 %106,892100,397100,3973/1/2023
Therapydia, Inc.Senior Secured11.5 %239,363235,157235,1571/1/2023
Therapydia, Inc.Senior Secured11.5 %231,869227,923227,92312/1/2022
Therapydia, Inc. Subtotal894,939869,942869,942
Zillion Group, Inc.Senior Secured12.0 %112,755112,470105,31612/1/2020
Other Healthcare Total20.1 %$38,759,065 $36,819,874 $35,905,728 
Other Technology
8i CorporationSenior Secured11.8 %$311,058 $309,568 $309,568 12/1/2020
Abiquo Group, Inc. ** ^Senior Secured12.0 %181,473177,329177,3297/1/2021
Aclima, Inc.Senior Secured11.9 %1,393,1901,262,6641,262,6644/1/2022
Antitoxin Technologies Inc. ** ^Senior Secured11.5 %407,043385,536385,5369/1/2022
Apollo Flight Research Inc.Senior Secured11.0 %233,118229,565229,5651/1/2023
Apollo Flight Research Inc.Senior Secured11.0 %360,496349,443349,4436/1/2022
Apollo Flight Research Inc. Subtotal593,614579,008579,008
ATeam Army, Inc.Senior Secured12.0 %1,236,7221,170,8121,170,8124/1/2023
Beanfields, PBCSenior Secured12.5 %618,140604,178604,1783/1/2023
Beanfields, PBCSenior Secured12.5 %864,445828,313828,3133/1/2023
Beanfields, PBC Subtotal1,482,5851,432,4911,432,491
Benson Hill Bio, Inc.Senior Secured12.5 %9,887,3609,138,2249,138,2245/1/2024
Brightside Benefit, Inc.Senior Secured12.4 %848,183836,366836,3663/1/2023
Brightside Benefit, Inc.Senior Secured12.1 %523,625500,418500,4189/1/2022
Brightside Benefit, Inc. Subtotal1,371,8081,336,7841,336,784
BW Industries, Inc.Senior Secured11.8 %1,927,1061,774,5921,774,5925/1/2023
BW Industries, Inc.Senior Secured11.8 %1,977,8661,941,6111,941,6116/1/2023
BW Industries, Inc. Subtotal3,904,9723,716,2033,716,203
Consumer Physics, Inc. ** ^Senior Secured11.0 %670,989654,666617,36712/1/2021
DOSH Holdings, Inc.Junior Secured— %700,000514,745514,745*
Eguana Technologies, Inc. ** ^Senior Secured12.5 %1,236,5001,184,9421,184,9422/1/2022
Finiks, Inc.Senior Secured2.7 %667,50033,37541,125*
Fitplan, Inc. ** ^Senior Secured12.5 %1,226,8701,086,3261,058,116*
Flo Water, Inc.Senior Secured11.4 %268,920265,332265,3325/1/2021
Flo Water, Inc.Senior Secured11.8 %1,979,2111,872,1591,872,15912/1/2023
Flo Water, Inc. Subtotal2,248,1312,137,4912,137,491
Gap Year Global, Inc.Senior Secured18.0 %90,76886,360— *
Heartwork, Inc.Senior Secured18.0 %379,462371,98127,353*
9

IndustryBorrowerPercent of Net Assets (a)CollateralInterest Rate (b)End of Term Payment (c)PrincipalCostFair ValueFinal Maturity Date
Higher Ground Education, Inc.Senior Secured12.5 %494,200485,333485,3338/1/2023
Higher Ground Education, Inc.Senior Secured12.5 %1,406,2181,384,5101,384,5104/1/2023
Higher Ground Education, Inc.Senior Secured12.5 %481,506473,737473,7375/1/2023
Higher Ground Education, Inc.Senior Secured12.5 %2,148,3152,049,2752,049,2751/1/2023
Higher Ground Education, Inc. Subtotal4,530,2394,392,8554,392,855
Hint, Inc.Senior Secured11.0 %900,923900,923900,9237/1/2021
Hint, Inc.Senior Secured12.0 %4,946,5994,374,5304,374,5306/1/2023
Hint, Inc.Senior Secured11.0 %550,371542,228542,2283/1/2021
Hint, Inc.Senior Secured11.0 %987,142948,633948,6338/1/2021
Hint, Inc. Subtotal7,385,0356,766,3146,766,314
Jiko Group, Inc.Senior Secured12.0 %3,433,5003,264,2343,264,2346/1/2023
Kogniz, Inc.Senior Secured12.8 %244,248221,292221,2923/1/2022
Lambda School, Inc.Senior Secured11.3 %2,475,1102,475,1102,475,1108/1/2023
Lambda School, Inc.Senior Secured11.3 %4,949,4764,664,0324,664,0327/1/2023
Lambda School, Inc. Subtotal7,424,5867,139,1427,139,142
LanzaTech New Zealand Ltd.Senior Secured13.3 %561,098559,537559,5373/1/2021
Make School, Inc.Senior Secured11.3 %395,563387,901387,9018/1/2021
Neuehouse, LLCSenior Secured12.0 %1,750,0001,292,7651,292,765*
Nevada Nanotech Systems, Inc.Senior Secured12.0 %328,462318,920318,9206/1/2021
NewGlobe Schools, Inc. ** ^Senior Secured12.5 %3,137,8653,041,9803,041,9808/1/2022
NewGlobe Schools, Inc. ** ^Senior Secured12.5 %3,461,0363,295,5853,295,5858/1/2023
NewGlobe Schools, Inc. ** ^ Subtotal6,598,9016,337,5656,337,565
Northern Quinoa Production Corporation ** ^Senior Secured10.7 %6,146,8345,855,8875,437,28512/1/2022
Noteleaf, Inc.Senior Secured12.5 %1,405,8641,353,2741,353,2744/1/2023
Noteleaf, Inc.Senior Secured12.5 %988,793970,999970,9999/1/2023
Noteleaf, Inc. Subtotal2,394,6572,324,2732,324,273
Opya, Inc.Senior Secured12.0 %1,188,0911,149,9281,149,9287/1/2023
Ozy Media, Inc.Senior Secured12.8 %2,471,4302,370,1562,370,1566/1/2023
PDQ Enterprises LLC **Senior Secured11.0 %594,265592,137592,1372/1/2021
Percepto Robotics, Ltd. ** ^Senior Secured12.5 %33,98533,88733,88712/1/2020
Percepto, Inc.Senior Secured12.2 %1,970,1821,873,8021,873,8024/1/2023
Pitzi, Ltd. ** ^Senior Secured12.0 %494,458374,182374,18211/1/2023
Pitzi, Ltd. ** ^Senior Secured12.0 %1,484,2051,430,8311,430,8314/1/2024
Pitzi, Ltd. ** ^ Subtotal1,978,6631,805,0131,805,013
Plant Prefab, Inc.Senior Secured11.0 %1,101,0431,059,6231,059,6238/1/2022
Platform Science, Inc.Senior Secured12.0 %745,784714,316714,3162/1/2022
Plenty Unlimited, Inc.Senior Secured9.0 %11.7 %1,371,8311,349,4941,349,4949/1/2021
Plenty Unlimited, Inc.Senior Secured9.0 %9.4 %349,055347,898347,8983/1/2021
Plenty Unlimited, Inc.Senior Secured9.0 %11.7 %292,920290,897290,8971/1/2021
Plenty Unlimited, Inc. Subtotal2,013,8061,988,2891,988,289
Plethora, Inc.Senior Secured11.2 %2,304,4312,162,9392,162,9397/1/2022
Romaine Empire, Inc.Senior Secured12.3 %5,694,5635,432,4915,432,4917/1/2023
Saltbox, Inc.Senior Secured12.3 %459,686441,690441,6906/1/2023
SMS OPCO LLCSenior Secured8.0 %37,50018,75018,750*
Strong Arm Technologies, Inc.Senior Secured12.0 %330,031325,208325,2085/1/2021
Sustainable Living Partners, LLCSenior Secured12.5 %4,828,7374,270,1354,270,1358/1/2023
Terramera, Inc. ** ^Senior Secured12.0 %475,600467,089467,0894/1/2021
Terramera, Inc. ** ^Senior Secured12.0 %237,854236,491236,4914/1/2021
Terramera, Inc. ** ^ Subtotal713,454703,580703,580
Theatro Labs, Inc.Senior Secured12.0 %1,007,719988,316988,3168/1/2022
Thras.io, Inc.Senior Secured12.0 %45.1 %293,530293,530293,5306/1/2024
Thras.io, Inc.Senior Secured12.0 %47.3 %486,893486,893486,8937/1/2024
Thras.io, Inc.Senior Secured12.0 %45.1 %390,966390,966390,9666/1/2024
Thras.io, Inc.Senior Secured12.0 %45.1 %197,111197,111197,1115/1/2024
Thras.io, Inc.Senior Secured12.0 %47.3 %96,75696,75696,7568/1/2024
Thras.io, Inc.Senior Secured12.0 %47.4 %299,105272,392272,3924/1/2024
Thras.io, Inc.Senior Secured12.0 %45.1 %198,369198,369198,3694/1/2024
10

IndustryBorrowerPercent of Net Assets (a)CollateralInterest Rate (b)End of Term Payment (c)PrincipalCostFair ValueFinal Maturity Date
Thras.io, Inc. Subtotal1,962,7301,936,0171,936,017
UniEnergy Technologies LLCSenior Secured12.3 %1,351,2341,309,132887,209*
Veev Group, Inc.Senior Secured12.5 %3,708,3573,639,7223,639,7226/1/2023
Veev Group, Inc.Senior Secured12.5 %532,828520,351520,35112/1/2021
Veev Group, Inc.Senior Secured12.5 %1,235,8661,104,4191,104,4196/1/2023
Veev Group, Inc. Subtotal5,477,0515,264,4925,264,492
Velo Holdings LimitedSenior Secured12.0 %2,471,7202,326,4502,059,411*
Virtuix Holdings, Inc.Senior Secured12.3 %165,137162,818123,0104/1/2022
Welcome Tech, Inc.Senior Secured10.5 %578,778534,613534,6135/1/2022
Wheels Labs, Inc.Senior Secured12.5 %3,529,7253,446,9343,446,9348/1/2022
Wine Plum, Inc.Senior Secured12.5 %814,908786,795786,7959/1/2022
Other Technology Total58.4 %$113,007,821 $106,136,701 $104,500,582 
Security
Axonius, Inc.Senior Secured12.0 %$215,757 $211,710 $211,710 9/1/2021
Karamba Security Ltd. ** ^Senior Secured12.0 %1,036,782962,863962,8636/1/2022
Nok Nok Labs, Inc.Senior Secured12.5 %72,96571,63871,63812/1/2020
Nok Nok Labs, Inc.Senior Secured12.5 %620,689611,667611,6676/1/2022
Nok Nok Labs, Inc. Subtotal693,654683,305683,305
Safetrust Holdings, Inc.Senior Secured12.5 %249,930211,666211,6666/1/2021
Security Total1.1 %$2,196,123 $2,069,544 $2,069,544 
Semiconductors & Equipment
ETA Compute, Inc.Senior Secured12.0 %$747,778 $731,796 $731,796 11/1/2021
Innophase, Inc.Senior Secured11.8 %983,612977,364977,3646/1/2021
Innophase, Inc.Senior Secured11.8 %2,293,7572,264,1192,264,1196/1/2021
Innophase, Inc. Subtotal3,277,3693,241,4833,241,483
Semiconductors & Equipment Total2.2 %$4,025,147 $3,973,279 $3,973,279 
Software
AlkanzaSenior Secured18.0 %$— $— $15,249 *
Aptible, Inc.Senior Secured11.8 %42,76342,53342,5332/1/2021
ArborMetrix, Inc.Senior Secured12.5 %741,853719,126719,1269/1/2023
ArborMetrix, Inc.Senior Secured12.5 %1,482,5831,416,9081,416,9089/1/2023
ArborMetrix, Inc.Senior Secured11.5 %665,019665,019665,0196/1/2022
ArborMetrix, Inc.Senior Secured11.5 %2,326,6052,266,5202,266,5206/1/2022
ArborMetrix, Inc. Subtotal5,216,0605,067,5735,067,573
Blockdaemon, Inc.Senior Secured11.3 %180,410175,511175,5116/1/2022
Blockdaemon, Inc.Senior Secured11.3 %98,88694,64794,6478/1/2021
Blockdaemon, Inc. Subtotal279,296270,158270,158
Bloomboard, Inc.Senior Secured11.5 %2,493,9771,551,360576,121*
Canary Technologies CorporationSenior Secured11.5 %247,413232,567232,5676/1/2023
Censia Inc.Senior Secured11.0 %843,202806,966806,96610/1/2022
Cloudleaf, Inc.Senior Secured12.0 %397,714389,643389,6439/1/2021
Cloudleaf, Inc.Senior Secured12.0 %1,483,5551,385,0971,385,0978/1/2023
Cloudleaf, Inc. Subtotal1,881,2691,774,7401,774,740
DealPath, Inc.Senior Secured11.0 %456,312452,762452,7625/1/2021
Dynamics, Inc.Senior Secured12.5 %2,991,0332,809,5292,809,5298/1/2021
Eskalera, Inc.Senior Secured10.5 %990,289960,291960,2913/1/2023
Estify, Inc.Senior Secured18.0 %842,819761,990178,776*
Fortress IQ, Inc.Senior Secured11.3 %318,746312,266312,26611/1/2021
GoFormz, Inc.Senior Secured12.0 %334,931328,177328,1776/1/2021
ICX Media, Inc.Senior Secured12.5 %346,379328,734328,7345/1/2022
ICX Media, Inc.Senior Secured12.5 %247,258242,209242,2097/1/2023
ICX Media, Inc.Senior Secured12.5 %247,217242,553242,5535/1/2023
ICX Media, Inc. Subtotal840,854813,496813,496
11

IndustryBorrowerPercent of Net Assets (a)CollateralInterest Rate (b)End of Term Payment (c)PrincipalCostFair ValueFinal Maturity Date
Invoice2Go, Inc.Senior Secured12.0 %628,305583,491583,4913/1/2022
Invoice2Go, Inc.Senior Secured12.0 %753,301746,066746,0667/1/2022
Invoice2Go, Inc.Senior Secured11.8 %415,474415,474415,4744/1/2021
Invoice2Go, Inc.Senior Secured12.0 %989,796940,372940,3726/1/2024
Invoice2Go, Inc.Senior Secured11.8 %356,137356,137356,1374/1/2021
Invoice2Go, Inc.Senior Secured12.0 %989,469786,720786,7203/1/2024
Invoice2Go, Inc.Senior Secured12.0 %989,150952,823952,8236/1/2023
Invoice2Go, Inc.Senior Secured12.0 %873,413863,931863,93111/1/2022
Invoice2Go, Inc.Senior Secured12.0 %988,839976,756976,7563/1/2023
Invoice2Go, Inc.Senior Secured11.8 %415,458411,914411,9144/1/2021
Invoice2Go, Inc. Subtotal7,399,3427,033,6847,033,684
Ipolipo, Inc.Senior Secured12.0 %2,078,9571,919,2581,588,0136/1/2022
Lucideus, Inc.Senior Secured12.0 %480,355449,953449,9532/1/2023
Medable, Inc.Senior Secured12.0 %960,626946,794946,7942/1/2023
Medable, Inc.Senior Secured12.0 %1,921,0061,812,6441,812,6442/1/2023
Medable, Inc. Subtotal2,881,6322,759,4382,759,438
Metarail, Inc.Senior Secured12.0 %650,188637,39575,24111/1/2022
Metawave CorporationSenior Secured12.0 %694,779677,779677,7797/1/2022
Migo Money, Inc. ** ^Senior Secured12.3 %399,039383,484383,48412/1/2021
Migo Money, Inc. ** ^Senior Secured12.5 %314,818314,818314,8183/1/2022
Migo Money, Inc. ** ^ Subtotal713,857698,302698,302
OrderGroove, Inc.Senior Secured12.0 %1,149,3651,132,7751,132,7756/1/2023
OrderGroove, Inc.Senior Secured12.0 %2,296,6112,215,6562,215,6566/1/2023
OrderGroove, Inc.Senior Secured12.0 %1,149,0941,133,8351,133,8356/1/2023
OrderGroove, Inc. Subtotal4,595,0704,482,2664,482,266
Owl Cameras, Inc.Senior Secured18.0 %667,122372,242256,715*
PlushCare, Inc.Senior Secured11.8 %690,950668,561668,5615/1/2022
PlushCare, Inc.Senior Secured11.8 %518,642510,963510,9635/1/2022
PlushCare, Inc. Subtotal1,209,5921,179,5241,179,524
PrivCo Holdings, Inc.Senior Secured12.0 %93,05191,84083,7182/1/2021
Resilio, Inc.Senior Secured12.8 %73,79573,79573,7955/1/2021
Resilio, Inc.Senior Secured12.8 %55,92752,64052,6403/1/2021
Resilio, Inc. Subtotal129,722126,435126,435
Splitwise, Inc.Senior Secured12.3 %451,497434,538434,53812/1/2022
Swivel, Inc.Senior Secured12.0 %180,727171,418171,4188/1/2022
Swivel, Inc.Senior Secured12.0 %194,577194,577194,57710/1/2022
Swivel, Inc. Subtotal375,304365,995365,995
Swrve, Inc.Senior Secured11.8 %138,733138,186138,18611/1/2020
Trendalytics Innovation Labs, Inc.Senior Secured12.8 %217,230201,45274,0306/1/2022
Truthset, Inc.Senior Secured10.5 %371,446371,446371,4465/1/2023
Truthset, Inc.Senior Secured10.5 %360,507337,993337,9932/1/2023
Truthset, Inc. Subtotal731,953709,439709,439
VenueNext, Inc.Senior Secured18.0 %1,016,143938,227751,086*
Venuetize, LLCSenior Secured12.3 %152,354142,772142,7724/1/2022
Vuemix, Inc.Senior Secured11.3 %18,75418,66618,66611/1/2020
Workspot, Inc.Senior Secured12.0 %323,614312,224312,2249/1/2021
Workspot, Inc.Senior Secured12.0 %588,165555,576555,5768/1/2022
Workspot, Inc.Senior Secured12.0 %84,57684,30284,30212/1/2020
Workspot, Inc.Senior Secured12.0 %633,230620,853620,85310/1/2022
Workspot, Inc. Subtotal1,629,5851,572,9551,572,955
Software Total21.4 %$44,104,184 $41,134,754 $38,259,939 
Technology Services
AirHelp, Inc.Senior Secured10.0 %$23,267 $23,242 $23,242 10/1/2020
Blazent, Inc.Senior Secured12.0 %1,554,1901,036,590342,182*
CloudIQ Ltd. ** ^Senior Secured12.0 %1,156,7201,137,482976,56312/1/2021
Dolly, Inc.Senior Secured12.0 %551,358545,301545,3015/1/2021
Keyo AI Inc.Senior Secured10.0 %390,674379,484379,4848/1/2022
12

IndustryBorrowerPercent of Net Assets (a)CollateralInterest Rate (b)End of Term Payment (c)PrincipalCostFair ValueFinal Maturity Date
Klar Holdings Limited ** ^Senior Secured12.5 %211,176177,575177,57510/1/2022
Klar Holdings Limited ** ^Senior Secured14.2 %4.0 %247,885232,863232,8637/1/2023
Klar Holdings Limited ** ^ Subtotal459,061410,438410,438
Leap Services, Inc.Senior Secured12.0 %361,486349,142349,1426/1/2022
Lifit, Inc. ** ^Senior Secured12.0 %391,980371,046371,0468/1/2022
Lifit, Inc. ** ^Senior Secured12.0 %422,052416,027416,02710/1/2022
Lifit, Inc. ** ^ Subtotal814,032787,073787,073
Loansnap Holdings Inc. **Senior Secured11.0 %2,483,2372,337,4202,044,94612/1/2022
PayJoy, Inc. **Senior Secured10.0 %392,245385,052385,0528/1/2021
Relimetrics, Inc.Senior Secured11.3 %210,850205,190205,1901/1/2022
Riffyn, Inc.Senior Secured11.5 %163,623162,598162,5986/1/2021
Riffyn, Inc.Senior Secured11.5 %221,270218,787218,7873/1/2021
Riffyn, Inc. Subtotal384,893381,385381,385
Solugen, Inc.Senior Secured11.0 %2,330,1052,207,5452,207,5451/1/2023
Solugen, Inc.Senior Secured11.0 %1,165,8551,145,5051,145,5051/1/2023
Solugen, Inc.Senior Secured11.0 %1,165,2841,149,4211,149,4211/1/2023
Solugen, Inc. Subtotal4,661,2444,502,4714,502,471
Thrive Financial, Inc. **Senior Secured9.3 %248,027248,027248,02711/1/2023
Thrive Financial, Inc. **Senior Secured11.5 %843,710808,302808,30210/1/2022
Thrive Financial, Inc. ** Subtotal1,091,7371,056,3291,056,329
TrueFacet, Inc.Senior Secured18.0 %871,610839,38813,102*
Zeel Networks, Inc.Senior Secured11.0 %2,531,1822,454,6642,269,4093/1/2022
Technology Services Total8.2 %$17,937,786 $16,830,651 $14,671,309 
Wireless
AirVine Scientific, Inc.Senior Secured12.0 %$101,873 $99,711 $99,711 9/1/2022
AirVine Scientific, Inc.Senior Secured12.0 %101,80296,88596,8859/1/2022
AirVine Scientific, Inc. Subtotal203,675196,596196,596
Nextivity, Inc.Senior Secured12.0 %422,541422,541422,5416/1/2021
Nextivity, Inc.Senior Secured12.0 %1,549,0981,549,0541,549,0546/1/2021
Nextivity, Inc. Subtotal1,971,6391,971,5951,971,595
Parallel Wireless, Inc.Senior Secured11.8 %3,216,1243,158,2013,158,2018/1/2023
Parallel Wireless, Inc.Senior Secured11.8 %56,82356,77156,77110/1/2020
Parallel Wireless, Inc.Senior Secured11.8 %3,216,5703,155,8703,155,8709/1/2023
Parallel Wireless, Inc.Senior Secured11.8 %6,430,7966,126,7486,126,7486/1/2023
Parallel Wireless, Inc. Subtotal12,920,31312,497,59012,497,590
Wireless Total8.2 %$15,095,627 $14,665,781 $14,665,781 
Grand Total 161.7 %$334,127,207 $313,024,827 $289,351,012 
* As of September 30, 2020, loans with a cost basis of $34.8 million and a fair value of $14.9 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 September 30, 2020, 12.4% 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.

13

(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 September 30, 2020, all loans were made to non-affiliates.










See notes to condensed financial statements (unaudited).
14

VENTURE LENDING & LEASING VIII, INC.

CONDENSED SCHEDULE OF INVESTMENTS (UNAUDITED)
AS OF DECEMBER 31, 2019

        
IndustryBorrowerPercent of Net Assets (a)CollateralInterest Rate
(b)		End of Term Payment
(c)		PrincipalCostFair ValueMaturity Date
Biotechnology
Antheia, Inc.Senior Secured11.5%$1,483,639 $1,408,221 $1,408,221 12/1/2022
Antheia, Inc.Senior Secured11.5%1,485,034 1,457,222 1,457,222 12/1/2022
Antheia, Inc. Subtotal2,968,673 2,865,443 2,865,443 
Orpheus Therapeutics, Inc.Senior Secured18.0%178,510 174,288 — *
Quartzy, Inc.Senior Secured12.0%742,489 624,980 624,980 8/1/2023
Biotechnology Total1.7 %$3,889,672 $3,664,711 $3,490,423 
Computers & Storage
Canary Connect, Inc.Senior Secured12.8%$577,487 $509,119 $509,119 12/1/2020
Canary Connect, Inc.Senior Secured12.8%2,472,801 2,370,284 2,370,284 3/1/2023
Canary Connect, Inc. Subtotal3,050,288 2,879,403 2,879,403 
Rigetti & Co., Inc.Senior Secured9.0%2.8%194,537 194,122 194,122 1/1/2020
Computers & Storage Total1.5 %$3,244,825 $3,073,525 $3,073,525 
Enterprise Networking
SnapRoute, Inc.Senior Secured18.0%$2,556,019 $112,500 $112,500 *
Enterprise Networking Total— %$2,556,019 $112,500 $112,500 
Internet
Ainsly, Inc. ** ^Senior Secured12.5%$247,301 $247,301 $247,301 8/1/2022
Ainsly, Inc. ** ^Senior Secured12.5%741,853 677,056 677,056 8/1/2022
Ainsly, Inc. ** ^ Subtotal989,154 924,357 924,357 
Amino Payments, Inc.Senior Secured10.8%981,305 921,304 921,304 3/1/2022
Bombfell, Inc.Senior Secured11.0%656,522 647,811 647,811 10/1/2021
Cesium, Inc.Senior Secured10.3%247,773 228,311 228,311 1/1/2023
Cesium, Inc.Senior Secured10.3%123,007 120,175 120,175 1/1/2023
Cesium, Inc. Subtotal370,780 348,486 348,486 
Clearsurance, Inc.Senior Secured10.5%720,282 711,977 711,977 9/1/2021
Clearsurance, Inc.Senior Secured10.0%526,436 512,822 512,822 3/1/2021
Clearsurance, Inc. Subtotal1,246,718 1,224,799 1,224,799 
Daily Muse, Inc.Senior Secured11.0%2,086,312 2,065,303 2,065,303 12/1/2021
Daily Muse, Inc.Senior Secured11.0%2,085,902 2,019,749 2,019,749 12/1/2021
Daily Muse, Inc. Subtotal4,172,214 4,085,052 4,085,052 
FindShadow, PBCSenior Secured11.5%582,658 552,638 552,638 4/1/2022
FLYR, Inc.Senior Secured11.5%1,082,930 1,014,161 1,014,161 9/1/2021
FLYR, Inc.Senior Secured11.8%2,110,021 2,075,718 2,075,718 1/1/2022
FLYR, Inc. Subtotal3,192,951 3,089,879 3,089,879 
iZENEtech, Inc. ** ^Senior Secured11.0%2,269,997 2,207,408 2,207,408 1/1/2021
iZENEtech, Inc. ** ^Senior Secured11.0%3,073,836 3,037,773 3,037,773 6/1/2021
iZENEtech, Inc. ** ^ Subtotal5,343,833 5,245,181 5,245,181 
Lenddo International ** ^Senior Secured12.0%930,483 900,030 900,030 1/1/2021
Linden Research Inc.Senior Secured12.0%2,472,688 2,376,994 2,376,994 6/1/2022
Linden Research Inc.Senior Secured12.0%2,474,661 2,474,661 2,474,661 6/1/2022
Linden Research Inc.Senior Secured11.0%902,820 888,448 888,448 3/1/2022
Linden Research Inc.Senior Secured11.0%4,324,395 4,151,813 4,151,813 9/1/2021
Linden Research Inc. Subtotal10,174,564 9,891,916 9,891,916 
Lukla, Inc.Senior Secured12.5%494,770 411,213 411,213 12/1/2022
Marley Spoon, Inc. **^Senior Secured12.0%2.5%3,712,354 2,605,484 2,605,484 5/1/2023
15

IndustryBorrowerPercent of Net Assets (a)CollateralInterest Rate
(b)		End of Term Payment
(c)		PrincipalCostFair ValueMaturity Date
Masse, Inc.Senior Secured11.5%371,266 340,411 340,411 10/1/2022
Masse, Inc.Senior Secured11.5%371,367 362,237 362,237 1/1/2023
Masse, Inc. Subtotal742,633 702,648 702,648 
Merchbar, Inc.Senior Secured11.8%494,959 458,681 458,681 3/1/2023
MyPizza Technologies, Inc.Senior Secured11.5%4,949,181 4,687,371 4,687,371 12/1/2022
MyPizza Technologies, Inc.Senior Secured11.5%2,474,878 2,419,067 2,419,067 2/1/2023
MyPizza Technologies, Inc. Subtotal7,424,059 7,106,438 7,106,438 
Nimble Rx, Inc.Senior Secured12.0%1,237,263 1,068,622 1,068,622 2/1/2023
Osix CorporationSenior Secured12.3%81,469 71,706 71,706 12/1/2021
Protecht, Inc.Senior Secured12.5%814,144 782,670 782,670 12/1/2021
Relay Network, LLCSenior Secured8.0%4.4%355,319 350,310 350,310 9/1/2020
Relay Network, LLCSenior Secured8.0%4.4%355,349 353,403 353,403 9/1/2020
Relay Network, LLC Subtotal710,668 703,713 703,713 
Serface Care, Inc.Senior Secured12.3%218,620 213,640 161,632 2/1/2022
Serface Care, Inc.Senior Secured12.3%655,700 617,093 466,871 2/1/2022
Serface Care, Inc. Subtotal874,320 830,733 628,503 
Spot.IM, Ltd. ** ^Senior Secured11.8%46,419 45,732 45,732 5/1/2020
Spot.IM, Ltd. ** ^Senior Secured12.5%46,752 46,415 46,415 5/1/2020
Spot.IM, Ltd. ** ^ Subtotal93,171 92,147 92,147 
SpotOn Computing, Inc.Senior Secured18.0%1,893,528 1,853,788 944,730 *
Stay Alfred, Inc.Senior Secured11.8%5,249,888 5,109,248 5,109,248 12/1/2021
Stay Alfred, Inc.Senior Secured12.0%4,948,899 4,567,733 4,567,733 7/1/2023
Stay Alfred, Inc. Subtotal10,198,787 9,676,981 9,676,981 
Tango Card, Inc.Senior Secured12.0%595,825 591,279 591,279 11/1/2020
Thrive Market, Inc.Senior Secured12.3%6,444,148 6,285,233 6,285,233 4/1/2022
Verishop, Inc.Senior Secured12.0%2,470,833 2,419,085 2,419,085 12/1/2023
Verishop, Inc.Senior Secured12.0%2,474,370 2,315,633 2,315,633 12/1/2023
Verishop, Inc. Subtotal4,945,203 4,734,718 4,734,718 
Internet Total31.3 %$69,398,483 $65,807,507 $64,696,219 
Medical Devices
Ablacon, Inc.Senior Secured11.0%$2,476,651 $2,318,784 $2,318,784 3/1/2023
Anutra Medical, Inc.Senior Secured12.0%247,474 234,112 234,112 10/1/2022
CytoVale, Inc.Senior Secured12.0%469,059 461,375 461,375 7/1/2022
CytoVale, Inc.Senior Secured12.0%570,096 561,077 561,077 6/1/2022
CytoVale, Inc.Senior Secured12.0%520,387 491,789 491,789 3/1/2022
CytoVale, Inc. Subtotal1,559,542 1,514,241 1,514,241 
Medrobotics Corporation, Inc.Senior Secured12.0%9,879,965 8,717,603 8,717,603 6/1/2021
NeuMoDx Molecular, Inc.Senior Secured12.0%2,969,338 2,893,992 2,893,992 4/1/2023
NeuMoDx Molecular, Inc.Senior Secured12.0%3,459,382 3,247,068 3,247,068 4/1/2023
NeuMoDx Molecular, Inc.Senior Secured12.0%3,462,834 3,402,907 3,402,907 4/1/2023
NeuMoDx Molecular, Inc. Subtotal9,891,554 9,543,967 9,543,967 
RadiAction Ltd. ** ^Senior Secured11.5%752,784 722,644 722,644 10/1/2021
RadiAction Ltd. ** ^Senior Secured11.5%932,119 917,074 917,074 4/1/2022
RadiAction Ltd. ** ^ Subtotal1,684,903 1,639,718 1,639,718 
Renovia, Inc.Senior Secured10.5%7,221,453 7,130,316 7,130,316 3/1/2022
Renovia, Inc.Senior Secured10.5%1,250,163 1,173,718 1,173,718 6/1/2021
Renovia, Inc.Senior Secured11.0%394,841 392,580 392,580 11/1/2020
Renovia, Inc.Senior Secured11.0%220,276 217,530 217,530 6/1/2020
Renovia, Inc. Subtotal9,086,733 8,914,144 8,914,144 
Medical Devices Total15.9 %$34,826,822 $32,882,569 $32,882,569 
Other Healthcare
4G Clinical LLCSenior Secured11.0%$255,880 $252,650 $252,650 7/1/2020
Caredox, Inc.Senior Secured11.8%941,631 909,177 909,177 10/1/2021
16

IndustryBorrowerPercent of Net Assets (a)CollateralInterest Rate
(b)		End of Term Payment
(c)		PrincipalCostFair ValueMaturity Date
Clover Health Investments CorporationSenior Secured11.3%9,417,408 9,417,408 9,417,408 10/1/2022
Clover Health Investments CorporationSenior Secured11.0%14,722,192 14,722,192 14,722,192 3/1/2022
Clover Health Investments Corporation Subtotal24,139,600 24,139,600 24,139,600 
Discover Echo, Inc.Senior Secured11.0%321,838 310,782 310,782 12/1/2020
Emerald Cloud Lab, Inc.Senior Secured11.8%1,989,609 1,845,817 1,845,817 12/1/2021
GoForward, Inc.Senior Secured11.5%6,188,651 5,511,946 5,511,946 9/1/2023
Hello Heart Inc.Senior Secured10.8%657,496 634,941 634,941 7/1/2021
Hello Heart Inc.Senior Secured10.8%1,127,717 1,112,932 1,112,932 10/1/2021
Hello Heart Inc.Senior Secured11.0%1,238,420 1,152,819 1,152,819 4/1/2023
Hello Heart Inc. Subtotal3,023,633 2,900,692 2,900,692 
HumanAPI, Inc.Senior Secured11.8%1,484,721 1,392,560 1,392,560 10/1/2022
HumanAPI, Inc.Senior Secured11.8%495,054 485,090 485,090 1/1/2023
HumanAPI, Inc. Subtotal1,979,775 1,877,650 1,877,650 
MD Revolution, Inc.Senior Secured12.5%139,624 138,801 138,801 3/1/2020
mPharma Data, Inc. ** ^Senior Secured10.0%135,340 133,045 133,045 11/1/2020
mPharma Data, Inc. ** ^Senior Secured10.0%181,549 180,264 180,264 3/1/2021
mPharma Data, Inc. ** ^Senior Secured10.0%2,156,367 2,111,258 2,111,258 11/1/2021
mPharma Data, Inc. ** ^ Subtotal2,473,256 2,424,567 2,424,567 
Myolex, Inc.Senior Secured18.0%762,531 726,537 238,967 *
Naked Biome, Inc.Senior Secured12.0%651,850 635,826 453,520 3/1/2021
Robin Care, Inc.Senior Secured11.5%816,636 777,359 777,359 7/1/2021
Sparta Software CorporationSenior Secured11.5%2.2%483,127 465,420 465,420 5/1/2022
Sparta Software CorporationSenior Secured10.0%2.5%42,282 41,691 41,691 6/1/2020
Sparta Software Corporation Subtotal525,409 507,111 507,111 
Therapydia, Inc.Senior Secured11.5%268,581 250,097 250,097 8/1/2022
Therapydia, Inc.Senior Secured11.5%296,807 290,255 290,255 12/1/2022
Therapydia, Inc.Senior Secured12.0%1.7%124,078 114,084 114,084 3/1/2023
Therapydia, Inc.Senior Secured11.5%296,837 289,983 289,983 1/1/2023
Therapydia, Inc.Senior Secured12.5%1.7%123,953 123,953 123,953 6/1/2023
Therapydia, Inc. Subtotal1,110,256 1,068,372 1,068,372 
Zillion Group, Inc.Senior Secured12.0%431,509 428,038 189,940 12/1/2020
Zillion Group, Inc.Senior Secured12.0%257,943 253,831 112,636 7/1/2020
Zillion Group, Inc. Subtotal689,452 681,869 302,576 
Other Healthcare Total21.1 %$46,009,631 $44,708,756 $43,659,587 
Other Technology
8i CorporationSenior Secured11.8%$1,191,490 $1,173,344 $1,173,344 12/1/2020
Abiquo Group, Inc. ** ^Senior Secured12.0%330,055 316,725 316,725 7/1/2021
Aclima, Inc.Senior Secured12.0%2,487,792 2,434,107 2,434,107 *
Antitoxin Technologies Inc. ** ^Senior Secured11.5%495,198 458,025 458,025 9/1/2022
Apollo Flight Research Inc.Senior Secured11.0%495,063 474,151 474,151 6/1/2022
AvantStay, Inc.Senior Secured11.0%990,006 950,647 950,647 6/1/2022
Beanfields, PBCSenior Secured12.5%865,388 811,782 811,782 3/1/2023
BloomLife, Inc.Senior Secured12.0%44,885 44,433 44,433 4/1/2020
Brightside Benefit, Inc.Senior Secured12.4%989,026 970,529 970,529 3/1/2023
Brightside Benefit, Inc.Senior Secured12.1%689,624 649,139 649,139 9/1/2022
Brightside Benefit, Inc. Subtotal1,678,650 1,619,668 1,619,668 
BW Industries, Inc.Senior Secured11.8%1,979,819 1,757,319 1,757,319 5/1/2023
BW Industries, Inc.Senior Secured11.8%1,979,730 1,927,230 1,927,230 6/1/2023
BW Industries, Inc. Subtotal3,959,549 3,684,549 3,684,549 
Consumer Physics, Inc. ** ^Senior Secured11.0%822,854 787,630 729,155 1/1/2022
DOSH Holdings, Inc.Senior Secured11.0%1,237,779 1,218,953 1,218,953 6/1/2022
DOSH Holdings, Inc.Senior Secured11.0%4,949,699 4,743,973 4,743,973 6/1/2022
DOSH Holdings, Inc. Subtotal6,187,478 5,962,926 5,962,926 
17

IndustryBorrowerPercent of Net Assets (a)CollateralInterest Rate
(b)		End of Term Payment
(c)		PrincipalCostFair ValueMaturity Date
Eguana Technologies, Inc. ** ^Senior Secured12.5%1,926,928 1,881,900 1,881,900 2/1/2022
ESM Group International , Inc.Senior Secured12.0%445,808 417,698 417,698 12/1/2021
Fitplan, Inc. ** ^Senior Secured12.5%225,795 225,795 225,795 3/1/2022
Fitplan, Inc. ** ^Senior Secured12.5%677,222 647,498 647,498 3/1/2022
Fitplan, Inc. ** ^Senior Secured12.5%451,727 437,617 437,617 3/1/2022
Fitplan, Inc. ** ^ Subtotal1,354,744 1,310,910 1,310,910 
Flo Water, Inc.Senior Secured11.5%64,052 62,946 62,946 5/1/2020
Flo Water, Inc.Senior Secured11.4%548,207 533,916 533,916 5/1/2021
Flo Water, Inc. Subtotal612,259 596,862 596,862 
Gap Year Global, Inc.Senior Secured18.0%90,768 86,359 — *
Heartwork, Inc.Senior Secured18.0%379,462 371,981 73,494 *
Higher Ground Education, Inc.Senior Secured12.5%2,471,753 2,313,925 2,313,925 1/1/2023
Higher Ground Education, Inc.Senior Secured12.5%494,598 483,148 483,148 5/1/2023
Higher Ground Education, Inc.Senior Secured12.5%494,718 482,359 482,359 8/1/2023
Higher Ground Education, Inc.Senior Secured12.5%1,483,595 1,450,927 1,450,927 4/1/2023
Higher Ground Education, Inc. Subtotal4,944,664 4,730,359 4,730,359 
Hint, Inc.Senior Secured11.0%1,321,439 1,277,918 1,277,918 3/1/2021
Hint, Inc.Senior Secured11.0%1,724,265 1,610,424 1,610,424 8/1/2021
Hint, Inc.Senior Secured11.0%1,644,377 1,644,377 1,644,377 7/1/2021
Hint, Inc. Subtotal4,690,081 4,532,719 4,532,719 
June Life, Inc.Senior Secured11.8%129,682 128,895 128,895 3/1/2020
June Life, Inc.Senior Secured11.8%129,691 129,319 129,319 3/1/2020
June Life, Inc. Subtotal259,373 258,214 258,214 
Kobo360, Inc. ** ^Senior Secured11.3%188,120 188,120 188,120 9/1/2020
Kobo360, Inc. ** ^Senior Secured11.3%127,168 125,342 125,342 6/1/2020
Kobo360, Inc. ** ^ Subtotal315,288 313,462 313,462 
Kogniz, Inc.Senior Secured12.8%271,626 225,274 225,274 9/1/2021
LanzaTech New Zealand Ltd.Senior Secured13.0%355,735 351,225 351,225 3/1/2020
LanzaTech New Zealand Ltd.Senior Secured13.0%1,033,301 1,027,200 1,027,200 9/1/2020
LanzaTech New Zealand Ltd.Senior Secured13.3%1,336,381 1,328,045 1,328,045 3/1/2021
LanzaTech New Zealand Ltd. Subtotal2,725,417 2,706,470 2,706,470 
Make School, Inc.Senior Secured11.3%690,328 667,484 667,484 8/1/2021
Neuehouse, LLCSenior Secured12.0%1,750,000 1,297,265 1,297,265 *
Nevada Nanotech Systems, Inc.Senior Secured12.0%628,788 595,193 595,193 6/1/2021
NewGlobe Schools, Inc.Senior Secured12.5%3,954,583 3,784,146 3,784,146 8/1/2022
Northern Quinoa Production Corporation ** ^Senior Secured12.0%6,904,047 6,577,787 6,577,787 5/1/2022
Noteleaf, Inc.Senior Secured11.0%489,249 485,228 485,228 9/1/2020
Noteleaf, Inc.Senior Secured12.5%1,483,247 1,404,471 1,404,471 4/1/2023
Noteleaf, Inc. Subtotal1,972,496 1,889,699 1,889,699 
Opya, Inc.Senior Secured12.0%989,594 936,064 936,064 1/1/2023
Opya, Inc.Senior Secured12.0%260,121 251,996 251,996 4/1/2021
Opya, Inc. Subtotal1,249,715 1,188,060 1,188,060 
PDQ Enterprises LLC **Senior Secured11.0%1,597,950 1,583,889 1,583,890 2/1/2021
Percepto Robotics, Ltd. ** ^Senior Secured12.5%220,862 217,253 217,253 8/1/2020
Percepto Robotics, Ltd. ** ^Senior Secured12.5%129,824 128,631 128,631 12/1/2020
Percepto Robotics, Ltd. ** ^ Subtotal350,686 345,884 345,884 
Percepto, Inc.Senior Secured11.8%1,485,000 1,390,197 1,390,197 11/1/2022
Pitzi, Ltd. ** ^Senior Secured12.0%494,932 337,890 337,890 11/1/2023
PLAE, Inc.Senior Secured9.0%3.2%621,378 613,950 365,026 12/1/2020
Plant Prefab, Inc.Senior Secured11.0%436,815 429,152 429,152 2/1/2022
Plant Prefab, Inc.Senior Secured11.0%436,736 408,403 408,403 2/1/2022
Plant Prefab, Inc.Senior Secured11.0%495,230 485,444 485,444 8/1/2022
Plant Prefab, Inc. Subtotal1,368,781 1,322,999 1,322,999 
Platform Science, Inc.Senior Secured12.0%1,092,405 1,025,274 1,025,274 2/1/2022
18

IndustryBorrowerPercent of Net Assets (a)CollateralInterest Rate
(b)		End of Term Payment
(c)		PrincipalCostFair ValueMaturity Date
Plenty Unlimited, Inc.Senior Secured9.0%9.4%720,381 715,351 715,351 3/1/2021
Plenty Unlimited, Inc.Senior Secured9.0%11.7%669,055 657,374 657,374 1/1/2021
Plenty Unlimited, Inc.Senior Secured9.0%11.7%2,129,724 2,074,807 2,074,807 9/1/2021
Plenty Unlimited, Inc. Subtotal3,519,160 3,447,532 3,447,532 
Plethora, Inc.Senior Secured11.2%2,666,486 2,426,198 2,426,198 3/1/2022
Redaptive, Inc.Senior Secured12.0%4,947,392 4,702,878 4,702,878 12/1/2022
Romaine Empire, Inc.Senior Secured12.3%3.6%2,984,037 2,923,783 2,923,783 2/1/2023
Romaine Empire, Inc.Senior Secured11.0%4.1%2,989,549 2,821,203 2,821,203 2/1/2023
Romaine Empire, Inc. Subtotal5,973,586 5,744,986 5,744,986 
Saber es Poder, Inc.Senior Secured10.5%240,399 241,229 241,229 5/1/2022
Saber es Poder, Inc.Senior Secured10.5%451,402 431,977 431,977 3/1/2022
Saber es Poder, Inc. Subtotal691,801 673,206 673,206 
Saltbox, Inc.Senior Secured12.3%494,667 468,114 468,114 6/1/2023
SkyKick, Inc.Senior Secured10.5%179,654 178,576 178,576 10/1/2020
SkyKick, Inc.Senior Secured10.5%196,798 195,475 195,475 11/1/2020
SkyKick, Inc.Senior Secured10.5%329,036 325,320 325,320 6/1/2020
SkyKick, Inc.Senior Secured11.0%4,949,290 4,766,396 4,766,396 6/1/2022
SkyKick, Inc. Subtotal5,654,778 5,465,767 5,465,767 
Strong Arm Technologies, Inc.Senior Secured12.0%671,229 652,092 652,092 5/1/2021
Sustainable Living Partners, LLCSenior Secured12.5%4,947,179 4,164,487 4,164,487 8/1/2023
TAE Technologies, Inc.Senior Secured12.5%5,320,565 5,205,605 5,205,605 3/1/2021
TAE Technologies, Inc.Senior Secured12.5%1,411,739 1,397,787 1,397,787 4/1/2021
TAE Technologies, Inc. Subtotal6,732,304 6,603,392 6,603,392 
Terramera, Inc. ** ^Senior Secured12.0%520,302 514,091 514,091 4/1/2021
Terramera, Inc. ** ^Senior Secured12.0%1,040,372 1,001,921 1,001,921 4/1/2021
Terramera, Inc. ** ^ Subtotal1,560,674 1,516,012 1,516,012 
Theatro Labs, Inc.Senior Secured12.0%1,343,387 1,308,538 1,308,538 8/1/2022
Thras.io, Inc.Senior Secured12.0%47.3%457,896 457,896 457,896 7/1/2024
Thras.io, Inc.Senior Secured12.0%47.4%281,514 250,101 250,101 4/1/2024
Thras.io, Inc.Senior Secured12.0%45.1%368,336 368,336 368,336 6/1/2024
Thras.io, Inc.Senior Secured12.0%45.1%276,852 276,852 276,852 6/1/2024
Thras.io, Inc.Senior Secured12.0%45.1%186,943 186,943 186,943 4/1/2024
Thras.io, Inc.Senior Secured12.0%47.3%91,070 91,070 91,070 8/1/2024
Thras.io, Inc.Senior Secured12.0%45.1%185,880 185,880 185,880 5/1/2024
Thras.io, Inc. Subtotal1,848,491 1,817,078 1,817,078 
UniEnergy Technologies LLCSenior Secured12.3%2,622,584 2,355,691 1,933,768 12/1/2020
Veev Group, Inc.Senior Secured12.5%814,961 785,872 785,872 12/1/2021
Velo Holdings LimitedSenior Secured12.0%2,473,359 2,326,791 2,326,791 6/1/2022
Virtuix Holdings, Inc.Senior Secured12.3%232,911 228,261 228,261 4/1/2022
Virtuix Holdings, Inc.Senior Secured11.0%191,811 189,767 189,767 7/1/2020
Virtuix Holdings, Inc. Subtotal424,722 418,028 418,028 
Voodoo Manufacturing, Inc.Senior Secured12.0%338,714 314,676 314,676 3/1/2022
Wheels Labs, Inc.Senior Secured12.5%4,448,446 4,301,016 4,301,016 8/1/2022
Wine Plum, Inc.Senior Secured12.5%989,226 940,635 940,635 9/1/2022
Other Technology Total52.3 %$114,889,061 $109,202,901 $108,088,734 
Security
Axonius, Inc.Senior Secured12.0%$361,483 $350,280 $350,280 9/1/2021
Karamba Security Ltd. ** ^Senior Secured12.0%1,220,509 1,075,646 1,075,646 12/1/2021
Nok Nok Labs, Inc.Senior Secured12.5%848,037 831,014 831,014 6/1/2022
Nok Nok Labs, Inc.Senior Secured12.5%278,668 262,884 262,884 12/1/2020
Nok Nok Labs, Inc. Subtotal1,126,705 1,093,898 1,093,898 
Safetrust Holdings, Inc.Senior Secured12.5%314,927 295,554 295,554 6/1/2021
Security Total1.4 %$3,023,624 $2,815,378 $2,815,378 
19

IndustryBorrowerPercent of Net Assets (a)CollateralInterest Rate
(b)		End of Term Payment
(c)		PrincipalCostFair ValueMaturity Date
Semiconductors & Equipment
ETA Compute, Inc.Senior Secured12.0%$1,176,312 $1,137,034 $1,137,034 11/1/2021
ETA Compute, Inc.Senior Secured10.5%72,471 72,179 72,179 8/1/2020
ETA Compute, Inc. Subtotal1,248,783 1,209,213 1,209,213 
Innophase, Inc.Senior Secured11.8%1,884,639 1,862,313 1,862,313 6/1/2021
Innophase, Inc.Senior Secured11.8%4,394,928 4,289,442 4,289,442 6/1/2021
Innophase, Inc. Subtotal6,279,567 6,151,755 6,151,755 
Semiconductors & Equipment Total3.6 %$7,528,350 $7,360,968 $7,360,968 
Software
Alkanza Inc.Senior Secured18.0%$677,531 $317,479 $160,154 *
Aptible, Inc.Senior Secured11.8%114,677 113,163 113,163 2/1/2021
ArborMetrix, Inc.Senior Secured12.5%1,484,138 1,392,854 1,392,854 6/1/2023
ArborMetrix, Inc.Senior Secured11.5%911,698 911,697 911,698 6/1/2022
ArborMetrix, Inc.Senior Secured11.5%3,189,498 3,075,942 3,075,942 6/1/2022
ArborMetrix, Inc. Subtotal5,585,334 5,380,493 5,380,494 
Blockdaemon, Inc.Senior Secured11.3%247,542 238,275 238,275 6/1/2022
Blockdaemon, Inc.Senior Secured11.3%172,574 160,081 160,081 8/1/2021
Blockdaemon, Inc. Subtotal420,116 398,356 398,356 
Bloomboard, Inc.Senior Secured11.5%2,501,330 1,726,360 1,609,258 *
BlueCart, Inc.Senior Secured12.5%17,613 17,561 17,561 1/1/2020
BlueCart, Inc.Senior Secured12.8%8,832 8,821 8,821 1/1/2020
BlueCart, Inc. Subtotal26,445 26,382 26,382 
Canary Technologies Corp.Senior Secured11.5%247,445 227,240 227,240 6/1/2023
Censia Inc.Senior Secured11.0%990,325 929,044 929,044 10/1/2022
Cloudleaf, Inc.Senior Secured12.0%666,338 644,009 644,009 9/1/2021
Cloudleaf, Inc.Senior Secured12.0%1,484,964 1,348,759 1,348,759 8/1/2023
Cloudleaf, Inc. Subtotal2,151,302 1,992,768 1,992,768 
DealPath, Inc.Senior Secured11.0%931,379 917,163 917,163 5/1/2021
DemystData LimitedSenior Secured11.8%128,725 128,085 128,085 7/1/2020
DemystData LimitedSenior Secured11.8%185,689 182,801 182,801 5/1/2020
DemystData Limited Subtotal314,414 310,886 310,886 
Drift Marketplace, Inc.Senior Secured11.0%21,052 21,008 21,008 3/1/2020
Drift Marketplace, Inc.Senior Secured11.0%27,932 27,877 27,877 3/1/2020
Drift Marketplace, Inc.Senior Secured11.0%20,949 20,782 20,782 3/1/2020
Drift Marketplace, Inc. Subtotal69,933 69,667 69,667 
Dynamics, Inc.Senior Secured12.5%5,196,946 4,670,012 4,670,012 8/1/2021
Eskalera, Inc.Senior Secured10.5%991,021 946,027 946,027 3/1/2023
Estify, Inc.Senior Secured18.0%842,819 818,731 261,969 *
Fortress IQ, Inc.Senior Secured11.3%502,728 486,738 486,738 11/1/2021
Gearbox Software, LLCSenior Secured11.0%790,132 787,238 787,238 11/1/2020
Gearbox Software, LLCSenior Secured11.0%977,945 952,724 952,724 9/1/2020
Gearbox Software, LLCSenior Secured11.0%1,322,592 1,317,050 1,317,050 3/1/2021
Gearbox Software, LLC Subtotal3,090,669 3,057,012 3,057,012 
GoFormz, Inc.Senior Secured12.0%716,482 683,705 683,705 11/1/2020
ICX Media, Inc.Senior Secured12.5%480,312 446,415 446,415 5/1/2022
Interana, Inc.Senior Secured11.3%1,880,980 1,838,925 1,838,925 6/1/2021
Invoice2Go, Inc.Senior Secured11.8%909,506 909,506 909,506 4/1/2021
Invoice2Go, Inc.Senior Secured11.8%909,416 893,275 893,275 4/1/2021
Invoice2Go, Inc.Senior Secured12.0%989,381 973,707 973,707 11/1/2022
Invoice2Go, Inc.Senior Secured12.0%988,333 938,608 938,608 6/1/2023
Invoice2Go, Inc.Senior Secured11.8%221,827 217,619 217,619 6/1/2020
Invoice2Go, Inc.Senior Secured11.8%779,652 779,652 779,652 4/1/2021
Invoice2Go, Inc.Senior Secured12.0%989,796 971,709 971,709 3/1/2023
20

IndustryBorrowerPercent of Net Assets (a)CollateralInterest Rate
(b)		End of Term Payment
(c)		PrincipalCostFair ValueMaturity Date
Invoice2Go, Inc.Senior Secured12.0%902,694 811,358 811,358 3/1/2022
Invoice2Go, Inc.Senior Secured12.0%988,950 975,628 975,628 7/1/2022
Invoice2Go, Inc. Subtotal7,679,555 7,471,062 7,471,062 
Ipolipo, Inc.Senior Secured12.0%2,181,071 2,058,286 2,058,286 6/1/2022
JethroData, Inc. ** ^Senior Secured18.0%704,868 681,877 327,328 *
Loft, Inc.Senior Secured11.8%499,368 482,126 482,126 9/1/2021
Lucideus, Inc.Senior Secured12.0%494,988 448,935 448,935 2/1/2023
Medable, Inc.Senior Secured12.0%989,897 968,703 968,703 2/1/2023
Medable, Inc.Senior Secured12.0%1,979,560 1,815,140 1,815,140 2/1/2023
Medable, Inc. Subtotal2,969,457 2,783,843 2,783,843 
Metarail, Inc.Senior Secured12.0%672,294 649,249 285,595 6/1/2022
Metawave CorporationSenior Secured12.0%937,979 906,739 906,739 7/1/2022
Migo Money, Inc. ** ^Senior Secured12.3%610,858 574,762 574,762 12/1/2021
Migo Money, Inc. ** ^Senior Secured12.5%451,529 451,529 451,529 3/1/2022
Migo Money, Inc. ** ^Senior Secured12.0%129,034 126,786 126,786 7/1/2020
Migo Money, Inc. ** ^ Subtotal1,191,421 1,153,077 1,153,077 
OrderGroove, Inc.Senior Secured12.0%1,236,848 1,214,197 1,214,197 6/1/2023
OrderGroove, Inc.Senior Secured12.0%2,472,099 2,352,429 2,352,429 6/1/2023
OrderGroove, Inc.Senior Secured12.0%1,237,123 1,212,501 1,212,501 6/1/2023
OrderGroove, Inc. Subtotal4,946,070 4,779,127 4,779,127 
Owl Cameras, Inc.Senior Secured18.0%3,461,552 2,866,672 2,322,293 *
PlushCare, Inc.Senior Secured11.8%721,024 706,066 706,066 5/1/2022
PlushCare, Inc.Senior Secured11.8%960,569 917,175 917,175 5/1/2022
PlushCare, Inc. Subtotal1,681,593 1,623,241 1,623,241 
PrivCo Holdings, Inc.Senior Secured12.0%249,311 241,418 241,418 2/1/2021
Ready Education Inc. ** ^Senior Secured11.5%180,541 180,541 180,541 9/1/2021
Ready Education Inc. ** ^Senior Secured11.5%349,214 349,214 349,214 9/1/2021
Ready Education Inc. ** ^ Subtotal529,755 529,755 529,755 
Resilio, Inc.Senior Secured12.8%133,441 116,663 116,663 3/1/2021
Resilio, Inc.Senior Secured12.8%149,688 149,688 149,688 5/1/2021
Resilio, Inc. Subtotal283,129 266,351 266,351 
Splitwise, Inc.Senior Secured12.3%494,768 467,646 467,646 12/1/2022
Stitch Labs, Inc.Senior Secured12.0%1,310,480 1,234,947 1,234,947 2/1/2022
Stitch Labs, Inc.Senior Secured12.3%741,828 728,702 728,702 6/1/2022
Stitch Labs, Inc. Subtotal2,052,308 1,963,649 1,963,649 
Swivel, Inc.Senior Secured12.0%240,927 224,342 224,342 8/1/2022
Swivel, Inc.Senior Secured12.0%247,319 247,319 247,319 10/1/2022
Swivel, Inc. Subtotal488,246 471,661 471,661 
Swrve, Inc.Senior Secured11.8%726,455 715,263 715,263 11/1/2020
Talla, Inc.Senior Secured12.5%480,218 448,442 448,442 5/1/2022
The/Studio Technologies, Inc.Senior Secured11.0%165,210 161,987 161,987 6/1/2020
Trendalytics Innovation Labs, Inc.Senior Secured12.8%296,547 267,283 267,283 6/1/2022
Truthset, Inc.Senior Secured10.5%371,630 337,302 337,302 2/1/2023
Truthset, Inc.Senior Secured10.5%371,714 371,714 371,714 5/1/2023
Truthset, Inc. Subtotal743,344 709,016 709,016 
VenueNext, Inc.Senior Secured11.0%276,785 272,729 272,729 5/1/2020
VenueNext, Inc.Senior Secured11.3%1,128,399 1,114,885 1,114,885 10/1/2021
VenueNext, Inc.Senior Secured11.3%987,863 983,492 983,492 7/1/2021
VenueNext, Inc. Subtotal2,393,047 2,371,106 2,371,106 
Venuetize, LLCSenior Secured12.3%214,880 195,955 195,955 4/1/2022
Vuemix, Inc.Senior Secured11.3%98,925 97,130 97,130 11/1/2020
Workspot, Inc.Senior Secured12.0%742,204 684,512 684,512 8/1/2022
Workspot, Inc.Senior Secured12.0%742,358 721,400 721,400 10/1/2022
Workspot, Inc.Senior Secured12.0%166,673 162,904 162,904 6/1/2020
21

IndustryBorrowerPercent of Net Assets (a)CollateralInterest Rate
(b)		End of Term Payment
(c)		PrincipalCostFair ValueMaturity Date
Workspot, Inc.Senior Secured12.0%542,190 510,896 510,896 9/1/2021
Workspot, Inc.Senior Secured12.0%323,670 320,329 320,329 12/1/2020
Workspot, Inc. Subtotal2,517,095 2,400,041 2,400,041 
Xeeva, Inc.Senior Secured12.0%636,722 634,250 634,250 7/1/2020
Software Total29.6 %$67,522,364 $63,201,753 $61,107,983 
Technology Services
AirHelp, Inc.Senior Secured10.0%$224,210 $222,872 $222,872 10/1/2020
AirHelp, Inc.Senior Secured10.0%158,653 158,004 158,004 7/1/2020
AirHelp, Inc.Senior Secured10.0%228,495 226,378 226,378 5/1/2020
AirHelp, Inc. Subtotal611,358 607,254 607,254 
Akademos, Inc.Junior Secured13.5%1.5%310,059 296,533 296,533 8/1/2020
Blazent, Inc.Senior Secured12.0%1,554,190 1,176,871 519,570 *
Blue Technologies Limited ** ^Senior Secured11.0%73,765 73,282 73,282 4/1/2020
Callisto Media, Inc.Senior Secured10.0%867,752 863,859 863,859 6/1/2020
Callisto Media, Inc.Senior Secured10.0%2,973,269 2,919,744 2,919,744 9/1/2022
Callisto Media, Inc.Senior Secured10.0%514,237 512,656 512,656 9/1/2020
Callisto Media, Inc.Senior Secured10.0%677,238 674,538 674,538 12/1/2020
Callisto Media, Inc.Senior Secured10.0%836,205 832,109 832,109 3/1/2021
Callisto Media, Inc.Senior Secured10.0%2,971,195 2,839,762 2,839,762 12/1/2021
Callisto Media, Inc.Senior Secured10.0%2,971,910 2,934,804 2,934,804 3/1/2022
Callisto Media, Inc.Senior Secured10.3%2,475,086 2,171,160 2,171,160 6/1/2023
Callisto Media, Inc.Senior Secured10.0%2,972,615 2,929,981 2,929,981 6/1/2022
Callisto Media, Inc. Subtotal17,259,507 16,678,613 16,678,613 
CloudIQ Ltd. ** ^Senior Secured12.0%431,489 409,763 409,763 12/1/2020
CloudIQ Ltd. ** ^Senior Secured12.0%564,266 564,266 564,266 4/1/2021
CloudIQ Ltd. ** ^Senior Secured12.0%465,206 465,206 465,206 1/1/2021
CloudIQ Ltd. ** ^ Subtotal1,460,961 1,439,235 1,439,235 
Dolly, Inc.Senior Secured12.0%610,970 597,981 597,981 5/1/2021
Keyo AI Inc.Senior Secured10.0%436,352 414,912 414,912 2/1/2022
Klar Holdings Limited ** ^Senior Secured12.5%247,346 192,549 192,549 10/1/2022
Leap Services, Inc.Senior Secured12.0%494,731 471,508 471,508 6/1/2022
Liftit, Inc. ** ^Senior Secured12.0%494,791 484,576 484,576 10/1/2022
Liftit, Inc. ** ^Senior Secured12.0%494,641 457,564 457,564 8/1/2022
Liftit, Inc. ** ^ Subtotal989,432 942,140 942,140 
Loansnap Holdings Inc. **Senior Secured11.0%2,723,258 2,610,640 2,610,640 6/1/2022
PayJoy, Inc. **Senior Secured10.0%687,580 665,991 665,991 8/1/2021
Relimetrics, Inc.Senior Secured11.3%316,328 303,649 303,649 1/1/2022
Riffyn, Inc.Senior Secured11.5%313,787 310,118 310,118 6/1/2021
Riffyn, Inc.Senior Secured11.5%530,315 517,038 517,038 3/1/2021
Riffyn, Inc. Subtotal844,102 827,156 827,156 
Solugen, Inc.Senior Secured11.0%2,476,420 2,284,875 2,284,875 1/1/2023
Solugen, Inc.Senior Secured11.0%1,238,440 1,213,420 1,213,420 1/1/2023
Solugen, Inc. Subtotal3,714,860 3,498,295 3,498,295 
Thrive Financial, Inc. **Senior Secured11.5%990,014 930,252 930,252 10/1/2022
TrueFacet, Inc.Senior Secured18.0%946,610 893,580 4,969 *
Zeel Networks, Inc.Senior Secured11.0%2,694,235 2,595,529 2,595,529 3/1/2022
Technology Services Total16.3 %$36,965,658 $35,215,970 $33,670,058 
Wireless
AirVine Scientific, Inc.Senior Secured12.0%$123,714 $115,226 $115,226 9/1/2022
Juvo Mobile, Inc. **Senior Secured11.0%37,413 37,350 37,350 2/1/2020
Juvo Mobile, Inc. **Senior Secured11.0%18,792 18,773 18,773 1/1/2020
Juvo Mobile, Inc. ** Subtotal56,205 56,123 56,123 
22

IndustryBorrowerPercent of Net Assets (a)CollateralInterest Rate
(b)		End of Term Payment
(c)		PrincipalCostFair ValueMaturity Date
Nextivity, Inc.Senior Secured12.0%808,783 808,783 808,783 6/1/2021
Nextivity, Inc.Senior Secured12.0%2,964,747 2,964,591 2,964,591 6/1/2021
Nextivity, Inc. Subtotal3,773,530 3,773,374 3,773,374 
Parallel Wireless, Inc.Senior Secured11.8%6,410,893 5,992,157 5,992,157 6/1/2023
Parallel Wireless, Inc.Senior Secured11.8%543,960 541,246 541,246 10/1/2020
Parallel Wireless, Inc.Senior Secured11.8%522,646 519,754 519,754 4/1/2020
Parallel Wireless, Inc. Subtotal7,477,499 7,053,157 7,053,157 
Wireless Total5.3 %$11,430,948 $10,997,880 $10,997,880 
Grand Total180.0 %$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.

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




See notes to condensed financial statements (unaudited).
23

VENTURE LENDING & LEASING VIII, INC.

CONDENSED SCHEDULES OF DERIVATIVE INSTRUMENTS (UNAUDITED)
AS OF SEPTEMBER 30, 2020 AND DECEMBER 31, 2019

AS OF SEPTEMBER 30, 2020
Description and terms of payments to be received from another partyDescription and terms of payments to be paid to another partyCounterpartyMaturity DateNotional AmountValueUpfront payments / receiptsUnrealized appreciation / (depreciation) (b)
Interest Rate Collar
Floating interest rate of USD-LIBOR-BBA with cap rate of 1.00% to be received monthlyFloating interest rate of USD-LIBOR-BBA with floor interest rate 0.215%, to be paid monthlyMUFG Union Bank, N.A.1/11/2023$72,000,000 $(87,985)$— $(87,985)
Total$72,000,000 $(87,985)$— $(87,985)
AS OF DECEMBER 31, 2019
Description and terms of payments to be received from another partyDescription and terms of payments to be paid to another partyCounterpartyMaturity Date (a)Notional AmountValueUpfront payments / receiptsUnrealized appreciation / (depreciation) (b)
Cancellable Interest Rate Swap
Floating interest rate USD-LIBOR-BBAFixed interest rate 2.200%, to be paid monthlyMUFG 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 monthlyFixed interest rate 2.005%, to be paid monthlyMUFG Union Bank, N.A.9/11/202090,000,000 (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 (unaudited).
24


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 nine months ended September 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.
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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 September 30, 2020, the Fund held 3,812,554 units in the Blackrock Treasury Trust Institutional Fund valued at $1 per unit at a yield of 0.04%, which represented 2.1% 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 1.6%, which represented 6.1% 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 September 30, 2020 and December 31, 2019, the financial statements included nonmarketable investments of $289.4 million and $372.0 million, respectively, (or 96.8% 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.

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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 September 30, 2020, loans with a cost basis of $34.8 million and a fair value of $14.9 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 September 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.

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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 August 26, 2023. 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
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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 collar transaction is contractually scheduled to terminate on January 11, 2023.

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 September 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 September 30, 2020, the weighted-average interest rate on performing loans was 20.86%, which was inclusive of both cash and non-cash interest income. For the three months ended September 30, 2020 the weighted-average interest rate on the cash portion of the interest income was 17.04%. For the three months ended September 30, 2019, the weighted-average interest rate on performing loans was 16.32%, which was inclusive of both cash and non-cash interest income. For the three months ended September 30, 2019, the weighted-average interest rate on the cash portion of the interest income was 13.00%.

    For the nine months ended September 30, 2020, the weighted-average interest rate on performing loans was 18.04%, which was inclusive of both cash and non-cash interest income. For the nine months ended September 30, 2020, the weighted-average interest rate on the cash portion of the interest income was 14.66%. For the nine months ended September 30, 2019, the weighted-average interest rate on performing loans was 17.93%, which was inclusive of both cash and non-cash interest income. For the nine months ended September 30, 2019, the weighted-average interest rate on the cash portion of the interest income was 14.42%.

    For the three months ended September 30, 2020, the weighted-average interest rate on all loans was 20.01%, which was inclusive of both cash and non-cash interest income. For the three months ended September 30, 2020, the weighted-average interest on the cash portion of the interest income was 16.37%. For the three months ended September 30, 2019, the weighted-average interest rate on all loans was 15.90%, which was inclusive of both cash and non-cash interest income. For the three months ended September 30, 2019, the weighted-average interest on the cash portion of the interest income was 12.66%.

    For the nine months ended September 30, 2020, the weighted-average interest rate on all loans was 17.40%, which was inclusive of both cash and non-cash interest income. For the nine months ended September 30, 2020, the weighted-average interest on the cash portion of the interest income was 14.15%. For the nine months ended September 30, 2019, the weighted-average interest rate on all loans was 17.53%, which was inclusive of both cash and
29

non-cash interest income. For the nine months ended September 30, 2019, the weighted-average interest on the cash portion of the interest income was 14.10%.

    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 September 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 September 30, 2020 and December 31, 2019, the Fund had unexpired unfunded commitments to borrowers of $36.3 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 nine months ended September 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.  

    
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The following tables provide quantitative information about the Fund’s Level 3 fair value measurements of the Fund’s investments by industry as of September 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
September 30, 2020		Valuation Techniques / MethodologiesUnobservable Inputs
Weighted Averages (a) / Amounts or Ranges
Biotechnology$5,554,391 Hypothetical market analysisHypothetical market coupon rate15% (14% - 16%)
Income approachExpected amount and timing of cash flow payments$0*
Discount Rate
0%*
Computers and Storage9,625,355Hypothetical market analysisHypothetical market coupon rate15% (14% - 16%)
Internet37,936,414Hypothetical market analysisHypothetical market coupon rate16% (12% - 31%)
Income approachExpected amount and timing of cash flow payments$1,776,065
($12,500 - $2,694,802)
Discount rate1%
Medical Devices22,188,690Hypothetical market analysisHypothetical market coupon rate16% (13% - 18%)
Income approachExpected amount and timing of cash flow payments$10,329,931*
Discount rate1%*
Other Healthcare35,905,728Hypothetical market analysisHypothetical market coupon rate15% (12% - 24%)
Income approachExpected amount and timing of cash flow payments$656,420
($0 - $1,169,713)
Discount rate1%
(0% - 1%)
Other Technology104,500,582Hypothetical market analysisHypothetical market coupon rate16% (12% - 28%)
Income approachExpected amount and timing of cash flow payments$4,525,844
($0 - $7,015,723)
Discount rate1%
(0% - 1%)
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Investment Type - Level 3
Debt Investments Fair Values at
September 30, 2020		Valuation Techniques / MethodologiesUnobservable Inputs
Weighted Averages (a) / Amounts or Ranges
Security2,069,544Hypothetical market analysisHypothetical market coupon rate21% (15% - 51%)
Semiconductors and Equipment3,973,279Hypothetical market analysisHypothetical market coupon rate15% (14% - 16%)
Software38,259,939Hypothetical market analysisHypothetical market coupon rate16% (13% - 26%)
Income approachExpected amount and timing of cash flow payments$1,827,506
($17,000 - $2,803,760)
Discount rate1%
(1% - 2%)
Technology Services14,671,309Hypothetical market analysisHypothetical market coupon rate15% (13% - 23%)
Income approachExpected amount and timing of cash flow payments$2,378,906
($50,000 - $2,884,954)
Discount rate1%
Wireless14,665,781Hypothetical market analysisHypothetical market coupon rate14% (12% - 16%)
Total debt investments$289,351,012 
(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 / MethodologiesUnobservable Inputs
Weighted Averages (a) / Amounts or Ranges
Biotechnology$3,490,423 Hypothetical market analysisHypothetical market coupon rate15% (14% - 21%)
Income approachExpected amount and timing of cash flow payments

Discount rate
$0*


0%
Computers and Storage3,073,525 Hypothetical market analysisHypothetical market coupon rate19%*
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Investment Type - Level 3
Debt Investments Fair Values at
December 31, 2019		Valuation Techniques / MethodologiesUnobservable Inputs
Weighted Averages (a) / Amounts or Ranges
Enterprise Networking112,500 Income approachExpected amount and timing of cash flow payments

Discount rate
$112,500*


0%
Internet64,696,219 Hypothetical market analysisHypothetical market coupon rate15% (13% - 31%)
Income approachExpected amount and timing of cash flow payments$1,880,549
($999,905 - $2,466,418)
Discount rate3%
Medical Devices32,882,569 Hypothetical market analysisHypothetical market coupon rate18% (13% - 38%)
Income approachExpected amount and timing of cash flow payments$10,529,931*
Discount rate3%
Other Healthcare43,659,587 Hypothetical market analysisHypothetical market coupon rate15% (12% - 19%)
Income approachExpected amount and timing of cash flow payments$813,663
($703,323 - $1,130,989)
Discount rate2%
(2% - 3%)
Other Technology108,088,734 Hypothetical market analysisHypothetical market coupon rate16% (12% - 35%)
Income approachExpected amount and timing of cash flow payments$2,324,058
($0 - $2,844,003)
Discount rate3%
(0% - 3%)
Security2,815,378 Hypothetical market analysisHypothetical market coupon rate20% (16% - 25%)
Semiconductors and Equipment7,360,968 Hypothetical market analysisHypothetical market coupon rate15% (14% - 15%)
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Investment Type - Level 3
Debt Investments Fair Values at
December 31, 2019		Valuation Techniques / MethodologiesUnobservable Inputs
Weighted Averages (a) / Amounts or Ranges
Software61,107,983 Hypothetical market analysisHypothetical market coupon rate16% (13% - 26%)
Income approachExpected amount and timing of cash flow payments$2,463,985
($517,921 - $2,978,760)
Discount rate2%
(2% - 3%)
Technology Services33,670,058 Hypothetical market analysisHypothetical market coupon rate13% (12% - 30%)
Income approachExpected amount and timing of cash flow payments$1,597,464
($100,000 - $1,682,635)
Discount rate2%
Wireless10,997,880 Hypothetical market analysisHypothetical market coupon rate14% (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 September 30, 2020 and December 31, 2019 measured at fair value on a recurring basis:
As of September 30, 2020
ASSETS:Level 1Level 2Level 3Total
Loans*$— $— $289,351,012 $289,351,012 
Cash equivalents3,812,554 — — 3,812,554 
Total assets$3,812,554 $— $289,351,012 $293,163,566 
LIABILITIES:Level 1Level 2Level 3Total
Borrowings under debt facility$— $117,500,000 $— $117,500,000 
Derivative liability— 87,985 — 87,985 
Total liabilities$— $117,587,985 $— $117,587,985 

* For a detailed listing of borrowers comprising this amount, please refer to the Condensed Schedules of Investments.
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As of December 31, 2019
ASSETS:Level 1Level 2Level 3Total
Loans†$— $— $371,955,824 $371,955,824 
Cash equivalents12,569,629 — — 12,569,629 
Total assets$12,569,629 $— $371,955,824 $384,525,453 
LIABILITIES:Level 1Level 2Level 3Total
Borrowings under debt facility$— $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 September 30, 2020
Loans StockWarrants
Beginning balance$348,279,528 $— $— 
Acquisitions and originations11,958,333 130,063 878,820 
Principal reductions and accretion of discounts(67,637,556)— — 
Distributions to shareholder— (130,063)(878,820)
Net change in unrealized loss from loans(3,379,357)— — 
Net realized gain (loss) from loans130,064 — — 
Ending balance$289,351,012 $— $— 
Net change in unrealized loss from loans relating to loans still held at September 30, 2020$(3,462,396)

  For the Nine Months Ended September 30, 2020
Loans Convertible LoanStockWarrants
Beginning balance$371,955,824 $— $— $— 
Acquisitions and originations86,675,000 175,547 139,063 6,349,463 
Principal reductions and accretion of discounts(151,843,169)— — —
Distributions to shareholder— (175,547)(139,063)(6,349,463)
Net change in unrealized loss from loans(16,585,221)— — — 
Net realized gain (loss) from loans(851,422)— — — 
Ending balance$289,351,012 $— $— $— 
Net change in unrealized loss from loans relating to loans still held at September 30, 2020$(17,188,694)
    
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For the Three Months Ended September 30, 2019
Loans StockWarrants
Beginning balance$368,482,704 $— $— 
Acquisitions and originations46,025,000 455,286 3,226,487 
Principal reductions and accretion of discounts(43,312,647)— — 
Distributions to shareholder— (455,286)(3,226,487)
Net change in unrealized loss from loans(451,245)— — 
Net realized gain (loss) from loans(6,502,951)— — 
Ending balance$364,240,861 $— $— 
Net change in unrealized loss from loans relating to loans still held at September 30, 2019$(3,176,401)
For the Nine Months Ended September 30, 2019
LoansConvertible LoanStockWarrants
Beginning balance$398,980,531 $— $— $— 
Acquisitions and originations116,725,000 4,310,753 1,087,740 9,439,612 
Principal reductions and accretion of discounts(141,439,466)— — — 
Distributions to shareholder— (4,310,753)(1,087,740)(9,439,612)
Net change in unrealized loss from loans(3,040,912)— — — 
Net realized gain (loss) from loans(6,984,292)— — — 
Ending balance$364,240,861 $— $— $— 
Net change in unrealized loss from loans relating to loans still held at September 30, 2019$(4,181,518)
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 September 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 September 30, 2020 and December 31, 2019, was $423.6 million. Total contributed capital to the Company through September 30, 2020 and December 31, 2019 was $415.2 million and $372.8 million, of which $352.1 million and $314.6 million was contributed to the Fund, respectively.

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

   For the Nine Months Ended September 30, 2020 For the Nine Months Ended September 30, 2019
Cash distributions$74,400,000 $30,750,000 
Distributions of equity securities and convertible loan6,664,073 14,838,105 
Total distributions to shareholder$81,064,073 $45,588,105 

    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. Effective May 6, 2020, Management elected to reduce the facility size from $280.0 million to $240.0 million. Effective July 6, 2020, Management elected to reduce the facility size from $240.0 million to $200.0 million. On August 26, 2020, the Loan Agreement was amended and the facility size further decreased to $180.0 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 September 30, 2020, the Fund’s outstanding borrowings were LIBOR Market Index Rate Loans. The term of the facility was extended under the latest amendment and is now expected to terminate on August 26, 2023, 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 September 30, 2020 and December 31, 2019, $117.5 million and $179.0 million were outstanding under the facility, respectively.
    
    As of September 30, 2020, the LIBOR rate was as follows:
1-Month LIBOR0.1483%
3-Month LIBOR0.2339%

    Bank fees and other costs of $3.8 million incurred in connection with the acquisition and recent extension of the facility have been capitalized and are amortized to interest expense on a straight-line basis over the expected life of the facility. The Fund incurred $1.6 million in bank fees and other costs stemming from the extension of the facility. As of September 30, 2020 and December 31, 2019, there are remaining unamortized fees and costs of $1.6 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 August 26, 2023.

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    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 September 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 September 30, 2020:

AmountMaturity DateAll-In Interest Rate
LIBOR Market Index Rate Loans$117,500,000 August 26, 2023Variable based on 1-month LIBOR Rate
Total Outstanding$117,500,000 

    The following is the summary of the outstanding facility draws as of December 31, 2019:
AmountMaturity Date
All-In Interest Rate††
LIBOR Loan$118,500,000 January 22, 2020†4.53%
LIBOR Market Index Rate Loans60,500,000 September 11, 2020Variable 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 $1.9 million and $2.3 million were recognized as expenses for the three months ended September 30, 2020 and 2019, respectively. Management Fees of $6.4 million and $7.3 million were recognized as expenses for the nine months ended September 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.
    
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    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. The interest rate swap transaction terminated on September 11, 2020.

Interest Rate Collar
    On April 6, 2020, the Fund entered into an interest rate collar transaction with MUFG Union Bank, N.A., which terminated on September 11, 2020. On September 11, 2020, the Fund entered into another interest rate collar transaction with a termination date of January 11, 2023. As of September 30, 2020, the aggregate notional principal amount of the interest rate collar was $72.0 million, with a cap of 1.000% and floor of 0.215% on a 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 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 September 30, 2020 and December 31, 2019:
Derivative Liability
Derivative InstrumentsSeptember 30, 2020December 31, 2019
Cancellable interest rate swap and Interest rate swap and floor$— $347,183 
Interest rate collar$87,985 $— 
    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 September 30,  For the Nine Months Ended September 30,
Derivative InstrumentsCondensed Statements of Operations Caption2020201920202019
Cancellable interest rate swap and Interest rate swap and floorNet change in unrealized gain (loss) from derivative instruments$334,351 $(67,233)$347,183 $(1,090,118)
Net realized gain (loss) from derivative instruments$(335,344)$70,408 $(880,664)$217,375 
Interest rate collarNet change in unrealized gain (loss) from derivative instruments$(68,914)$— $(87,985)$— 
Net realized gain (loss) from derivative instruments$(19,315)$— $(29,584)$— 


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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 September 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 September 30, 2020:
AssetCostUnrealized AppreciationUnrealized DepreciationNet Appreciation (Depreciation)
Loans$313,024,827 $— $(23,673,815)$(23,673,815)
Total$313,024,827 $— $(23,673,815)$(23,673,815)
LiabilityCostUnrealized AppreciationUnrealized DepreciationNet Appreciation (Depreciation)
Derivative liability$— $— $(87,985)$(87,985)
Total$— $— $(87,985)$(87,985)

    As of December 31, 2019:
AssetCostUnrealized AppreciationUnrealized DepreciationNet Appreciation (Depreciation)
Loans$379,044,418 $— $(7,088,594)$(7,088,594)
Total$379,044,418 $— $(7,088,594)$(7,088,594)

LiabilityCostUnrealized AppreciationUnrealized DepreciationNet 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
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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 September 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 September 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 September 30, 2020, the Fund had no uncertain tax positions and no capital loss carryforwards.
10. UNEXPIRED UNFUNDED COMMITMENTS
    As of September 30, 2020 and December 31, 2019, the Fund’s unexpired unfunded commitments to borrowers totaled $36.3 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 September 30, 2020 and December 31, 2019:
    
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BorrowerIndustryUnexpired Unfunded Commitment as of September 30, 2020Expiration Date
Benson Hill Bio, Inc.Other Technology7,500,000 12/01/2020
Callisto Media, Inc.Technology Services3,250,000 12/31/2020
Cloudleaf, Inc.Software1,500,000 10/15/2020
eXo Imaging, Inc.Medical Devices4,000,000 11/30/2020
Fetch Robotics, Inc.Computers & Storage2,500,000 06/30/2021
Invoice2Go, Inc.Software13,000,000 03/31/2021
Lukla, Inc.Internet500,000 01/31/2021
Pitzi, Ltd.Other Technology1,000,000 11/30/2020
Quartzy, Inc.Biotechnology1,125,000 10/15/2021
Reciprocity, Inc.Software1,950,000 01/31/2021
Total$36,325,000 

BorrowerIndustryUnexpired Unfunded Commitment as of December 31, 2019Expiration Date
Ablacon, Inc.Medical Devices$2,500,000 01/31/2020
Ainsly, Inc.Internet1,500,000 01/31/2020
AirVine Scientific, Inc.Wireless125,000 03/31/2020
Apollo Flight Research Inc.Other Technology250,000 01/31/2020
ArborMetrix, Inc.Software750,000 04/30/2020
Beanfields, PBCOther Technology625,000 06/30/2020
BWI Industries, Inc.Other Technology2,000,000 07/31/2020
Callisto Media, Inc.Technology Services10,000,000 12/31/2020
Canary Technologies Corp.Software250,000 09/30/2020
Cesium, Inc.Internet375,000 03/31/2020
Cloudleaf, Inc.Software1,500,000 10/15/2020
DOSH Holdings, Inc.Other Technology3,750,000 01/15/2020
eXo Imaging, Inc.Medical Devices6,000,000 11/30/2020
GoForward, Inc.Other Healthcare6,250,000 07/01/2020
Hello Heart Inc.Other Healthcare1,750,000 08/31/2020
HumanAPI, Inc.Other Healthcare500,000 01/31/2020
Kids on 45th, Inc.Internet500,000 01/31/2020
Klar Holdings LimitedTechnology Services250,000 03/31/2020
Lifit, Inc.Technology Services500,000 01/30/2020
Lucideus, Inc.Software500,000 07/15/2020
Lukla, Inc.Internet750,000 01/31/2021
Marley Spoon, Inc.Internet3,750,000 07/31/2020
Medable, Inc.Software2,000,000 07/31/2020
Merchbar, Inc.Internet250,000 01/30/2020
Noteleaf, Inc.Other Technology1,000,000 01/31/2020
OneLocal, Inc.Internet1,000,000 07/31/2020
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BorrowerIndustryUnexpired Unfunded Commitment as of December 31, 2019Expiration Date
Owl Cameras, Inc.Software3,000,000 01/01/2020
Parallel Wireless, Inc.Wireless6,500,000 03/31/2020
Percepto, Inc.Other Technology1,000,000 05/31/2020
Pitzi, Ltd.Other Technology2,500,000 11/30/2020
Quartzy, Inc.Biotechnology2,250,000 10/15/2020
Solugen, Inc.Technology Services1,250,000 01/31/2020
Stay Alfred, Inc.Internet7,500,000 06/30/2020
Stitch Labs, Inc.Software750,000 01/31/2020
The Safe and Fair Food Company LLCOther Technology1,250,000 01/31/2020
Trendalytics Innovation Labs, Inc.Software450,000 01/31/2020
Visual Supply CompanyInternet2,500,000 03/31/2020
Voodoo Manufacturing, Inc.Other Technology375,000 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 nine months ended September 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:

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 For the Three Months Ended September 30, 2020For the Three Months Ended September 30, 2019For the Nine Months Ended September 30, 2020For the Nine Months Ended September 30, 2019
  
Total return **5.10 %1.39 %8.45 %11.69 %
  
Per share amounts: 
Net asset value, beginning of period
$1,992.50 $2,097.62 $2,065.85 $2,165.44 
Net investment income129.11 97.82 339.80 352.04 
Net realized and change in unrealized loss from loans and derivative instruments(33.39)(69.50)(180.88)(108.98)
Net increase in net assets resulting from operations95.72 28.32 158.92 243.06 
Distributions to shareholder
(369.09)(173.32)(810.64)(455.88)
Contributions from shareholder
70.00 90.00 375.00 90.00 
Net asset value, end of period$1,789.13 $2,042.62 $1,789.13 $2,042.62 
Net assets, end of period$178,912,958 $204,261,786 $178,912,958 $204,261,786 
Ratios to average net assets: 
  
Expenses*7.25 %9.44 %8.07 %9.70 %
Net investment income*27.01 %19.13 %22.93 %21.94 %
Portfolio turn-over rate -%-%-%0.19%
         Average debt outstanding$144,125,000 $167,625,000 $160,600,000 $180,300,000 
*Annualized
         **Total return amounts presented above are not annualized

12. SUBSEQUENT EVENTS
    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.
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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.
    
    
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    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 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 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.

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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 through the third fiscal quarter ended September 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 continued to have 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 addition, the continued market volatility factored into the Fund’s loan valuation adjustments for the current period. Valuation of the Fund’s debt investments resulted in unrealized loss from loans in the third fiscal quarter ended September 30, 2020.

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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 analysis. For example, Management is taking into consideration the borrowers’ participation to the U.S. Small Business Administration (“SBA”) Paycheck Protection Program (“PPP”). PPP is 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 September 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 Nine Months Ended September 30, 2020 and 2019

    Total investment income for the three months ended September 30, 2020 and 2019 was $16.4 million and $14.6 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 $311.9 million and $356.6 million for the three months ended September 30, 2020 and 2019, respectively. The weighted-average interest rate on performing loans was 20.86% and 16.32% for the same periods, respectively. The weighted-average interest rate on all loans was 20.01% and 15.90% for the three months ended September 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 increase in investment income and weighted-average interest rate was primarily due to two large early payoffs of loans in the portfolio in the three months ended September 30, 2020.

    Total investment income for the nine months ended September 30, 2020 and 2019 was $45.9 million and $50.8 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 $334.6 million and $375.5 million for the nine months ended September 30, 2020 and 2019, respectively. The weighted-average interest rate on performing loans was 18.04% and 17.93% for the same periods, respectively. The weighted-average interest rate on all loans was 17.40% and 17.53% for the nine months ended September 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 new loans to offset the loans being paid down during the nine months ended September 30, 2020.

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    Management fees were $1.9 million and $2.3 million for the three months ended September 30, 2020 and 2019, respectively. Management fees were $6.4 million and $7.3 million for the nine months ended September 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 an increase in early loan payoffs and a decline in new loan fundings with the expiration of the commitment period in the previous quarter.

    Interest expense was $1.3 million and $2.4 million for the three months ended September 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 $167.6 million in 2019 to $144.1 million in 2020 and a decline in weighted-average interest rates from 5.63% for the three months ended September 30, 2019 to 3.66% for the three months ended September 30, 2020.

    Interest expense was $4.9 million and $7.7 million for the nine months ended September 30, 2020 and 2019, respectively. Interest expense decreased primarily due to a decline in the average outstanding debt from $180.3 million in 2019 to $160.6 million in 2020 and a decline in weighted-average interest rates from 5.72% for the nine months ended September 30, 2019 to 4.08% for the nine months ended September 30, 2020.

    Banking and professional fees were $0.2 million and less than $0.1 million for the three months ended September 30, 2020 and 2019, respectively. Banking and professional fees were $0.5 million and $0.4 million for the nine months ended September 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 $0.1 million for both the three months ended September 30, 2020 and 2019. Other operating expenses were $0.2 million for both the nine months ended September 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 September 30, 2020 and 2019, was $12.9 million and $9.8 million, respectively. Net investment income for the nine months ended September 30, 2020 and 2019, was $34.0 million and $35.2 million, respectively.

    Net realized gain (loss) from loans was $0.1 million and $(6.5) million for both the three months ended September 30, 2020 and 2019, respectively. Net realized gain (loss) from loans was $(0.9) million and $(7.0) million for the nine months ended September 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 $(0.4) million and less than $0.1 million for the three months ended September 30, 2020 and 2019, respectively. Net realized gain (loss) from derivative instruments was $(0.9) million and $0.2 million for the nine months ended September 30, 2020 and 2019, respectively. The net realized loss from derivative instruments for the three and nine months ended September 30, 2020 were 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 and nine months ended September 30, 2019 were 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 loss from loans was $3.4 million and $0.5 million for the three months ended September 30, 2020 and 2019, respectively. Net change in unrealized loss from loans was $16.6 million and $3.0 million for the nine months ended September 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.

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    Net change in unrealized gain (loss) from derivative instruments was $0.3 million and less than $(0.1) million for the three months ended September 30, 2020 and 2019. Net change in unrealized gain (loss) from derivative instruments was $0.3 million and $(1.1) million for the nine months ended September 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 and nine months ended September 30, 2020 were primarily due to the realization of the terminated instruments and an expectation of the low interest rate environment to continue further into the future.

    Net increase in net assets resulting from operations for the three months ended September 30, 2020 and 2019, was $9.6 million and $2.8 million, respectively. On a per share basis, the net increase in net assets resulting from operations for the three months ended September 30, 2020 and 2019 was $95.72 and $28.31, respectively.

Net increase in net assets resulting from operations for the nine months ended September 30, 2020 and 2019, was $15.9 million and $24.3 million, respectively. On a per share basis, the net increase in net assets resulting from operations for the nine months ended September 30, 2020 and 2019 was $158.92 and $243.06, respectively.

Liquidity and Capital Resources – September 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 $352.1 million and $314.6 million as of September 30, 2020 and December 31, 2019, respectively. As of both September 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 September 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 $187.2 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 nine months ended September 30, 2020 and 2019 was as follows:

  For the Nine Months Ended September 30, 2020 For the Nine Months Ended September 30, 2019
Net cash provided by operating activities$92,165,315 $44,267,160 
Net cash used in financing activities(100,922,390)(60,532,624)
Net decrease in cash and cash equivalents$(8,757,075)$(16,265,464)

    As of September 30, 2020 and December 31, 2019, 2.1% and 6.1%, 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. Effective July 6, 2020, Management elected to reduce the facility size from $240.0 million to $200.0 million. On August 26, 2020, the Loan Agreement was amended and the facility size further decreased to $180.0 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 term of the facility was extended under the latest amendment and now terminates on August 26, 2023, but can
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be accelerated in the event of default, such as failure by the Fund to make timely interest or principal payments. As of September 30, 2020, $117.5 million was outstanding under the facility.

    For the nine months ended September 30, 2020, the Fund invested its assets in venture loans. Amounts disbursed under the Fund’s loan commitments were $86.7 million for the nine months ended September 30, 2020. Net loan amounts outstanding after amortization and valuation adjustments decreased by $82.6 million for the same period. Unexpired unfunded commitments totaled approximately $36.3 million as of September 30, 2020.

As ofCumulative Amount
Disbursed		Principal
Reductions and Fair
Market Adjustments		Balance
Outstanding - Fair
Value		Unexpired
Unfunded
Commitments
September 30, 2020$927.0 million$637.6 million$289.4 million$36.3 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 September 30, 2020 and December 31, 2019.

BorrowerIndustryUnexpired Unfunded Commitment as of
September 30, 2020		Expiration Date
Benson Hill Bio, Inc.Other Technology7,500,000 12/01/2020
Callisto Media, Inc.Technology Services3,250,000 12/31/2020
Cloudleaf, Inc.Software1,500,000 10/15/2020
eXo Imaging, Inc.Medical Devices4,000,000 11/30/2020
Fetch Robotics, Inc.Computers & Storage2,500,000 06/30/2021
Invoice2Go, Inc.Software13,000,000 03/31/2021
Lukla, Inc.Internet500,000 01/31/2021
Pitzi, Ltd.Other Technology1,000,000 11/30/2020
Quartzy, Inc.Biotechnology1,125,000 10/15/2021
Reciprocity, Inc.Software1,950,000 01/31/2021
Total$36,325,000 

    
BorrowerIndustryUnexpired Unfunded Commitment as of December 31, 2019Expiration Date
Ablacon, Inc.Medical Devices$2,500,000 01/31/2020
Ainsly, Inc.Internet1,500,000 01/31/2020
AirVine Scientific, Inc.Wireless125,000 03/31/2020
Apollo Flight Research Inc.Other Technology250,000 01/31/2020
ArborMetrix, Inc.Software750,000 04/30/2020
Beanfields, PBCOther Technology625,000 06/30/2020
BWI Industries, Inc.Other Technology2,000,000 07/31/2020
Callisto Media, Inc.Technology Services10,000,000 12/31/2020
Canary Technologies Corp.Software250,000 09/30/2020
Cesium, Inc.Internet375,000 03/31/2020
Cloudleaf, Inc.Software1,500,000 10/15/2020
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BorrowerIndustryUnexpired Unfunded Commitment as of December 31, 2019Expiration Date
DOSH Holdings, Inc.Other Technology3,750,000 01/15/2020
eXo Imaging, Inc.Medical Devices6,000,000 11/30/2020
GoForward, Inc.Other Healthcare6,250,000 07/01/2020
Hello Heart Inc.Other Healthcare1,750,000 08/31/2020
HumanAPI, Inc.Other Healthcare500,000 01/31/2020
Kids on 45th, Inc.Internet500,000 01/31/2020
Klar Holdings LimitedTechnology Services250,000 03/31/2020
Lifit, Inc.Technology Services500,000 01/30/2020
Lucideus, Inc.Software500,000 07/15/2020
Lukla, Inc.Internet750,000 01/31/2021
Marley Spoon, Inc.Internet3,750,000 07/31/2020
Medable, Inc.Software2,000,000 07/31/2020
Merchbar, Inc.Internet250,000 01/30/2020
Noteleaf, Inc.Other Technology1,000,000 01/31/2020
OneLocal, Inc.Internet1,000,000 07/31/2020
Owl Cameras, Inc.Software3,000,000 01/01/2020
Parallel Wireless, Inc.Wireless6,500,000 03/31/2020
Percepto, Inc.Other Technology1,000,000 05/31/2020
Pitzi, Ltd.Other Technology2,500,000 11/30/2020
Quartzy, Inc.Biotechnology2,250,000 10/15/2020
Solugen, Inc.Technology Services1,250,000 01/31/2020
Stay Alfred, Inc.Internet7,500,000 06/30/2020
Stitch Labs, Inc.Software750,000 01/31/2020
The Safe and Fair Food Company LLCOther Technology1,250,000 01/31/2020
Trendalytics Innovation Labs, Inc.Software450,000 01/31/2020
Visual Supply CompanyInternet2,500,000 03/31/2020
Voodoo Manufacturing, Inc.Other Technology375,000 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
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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 September 30, 2020, the Fund had cash reserves of $3.8 million and approximately $147.2 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. 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 September 30, 2020, the outstanding debt balance was $117.5 million at a floating interest rate based on the daily 1-month LIBOR rate, for which the Fund has a derivative instrument in place with a cap interest rate of 1.00% on $72.0 million of the notional principal amount and a floor of 0.215%.
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 September 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 September 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.
 
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Effect of Interest Rate Change ByOther Interest and Other Income (Loss)Gain (Loss) from Interest Rate CollarInterest Income (Expense)Total Loss
(0.50)%$(19,063)$(271,667)$176,250 $(114,480)
1%$38,126 $81,500 $(1,175,000)$(1,055,374)
2%$76,251 $624,833 $(2,350,000)$(1,648,916)
3%$114,377 $1,168,167 $(3,525,000)$(2,242,456)
4%$152,502 $1,711,500 $(4,700,000)$(2,835,998)
5%$190,628 $2,254,833 $(5,875,000)$(3,429,539)
    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.


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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 September 30, 2020 that has materially affected, or is reasonably likely to materially affect, the Fund’s internal control over financial reporting.
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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 2020, many countries and states started to ease restrictions on businesses and social activity. However, spikes in COVID-19 cases in some countries and states may hinder re-opening plans and delay economic recovery locally and globally.

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.

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Item 6.  Exhibits

Exhibit NumberDescription
3(i)
3(ii)
4.1
31.1

31.2

32.1

32.2


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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. WerdegarBy:/s/ Judy N. Bornstein
Maurice C. WerdegarJudy N. Bornstein
Chief Executive OfficerChief Financial Officer
(Principal Executive Officer)(Principal Financial Officer)
Date:November 13, 2020Date:November 13, 2020


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Venture Lending & Leasing VIII, Inc. Reports