Overview
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Financial statements
Every line of the income statement as filed: the last 3 fiscal years, latest first.5
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|
| Interest income | $49.3M | $19.9M | $11.7M |
| Fee income | $5.0M | $1.8M | $196.3K |
| Total investment income | $54.3M | $21.7M | $11.9M |
| Income-based incentive fees | $8.3M | $2.3M | $1.5M |
| Management fee | $5.5M | $1.5M | $1.0M |
| General and administrative expenses | $4.6M | $700.0K | $0 |
| Interest expense | $1.2M | $0 | $0 |
| Professional fees | $886.5K | $527.4K | $435.1K |
| Legal expenses | $719.1K | $282.2K | $343.8K |
| Audit expense | $651.3K | $497.2K | $499.7K |
| Other expenses | $626.9K | $430.3K | $355.7K |
| Sub-administrator fees | $587.3K | $450.0K | $335.3K |
| Excise tax expense | $72.4K | $120.0K | $10.7K |
| Capital gains incentive fees | $41.6K | $34.3K | $87.6K |
| Transaction expenses related to the Loan Portfolio Acquisition | $0 | $5.3M | $711.3K |
| Total expenses | $23.2M | $12.2M | $5.3M |
| Waiver of general and administrative expenses (Note 6) | -$658.5K | $0 | $0 |
| Expense limitation agreement (Note 6) | -$1.3M | $0 | $0 |
| Net expenses | $21.2M | $12.2M | $5.3M |
| NET INVESTMENT INCOME (LOSS) | $33.1M | $9.5M | $6.6M |
| Net realized gain (loss) from investments | $0 | -$74.5K | -$210.8K |
| Net change in unrealized appreciation (depreciation) on investments | $207.9K | $246.0K | $922.0K |
| Net realized and unrealized gains (losses) | $207.9K | $171.5K | $711.3K |
| NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | $33.3M | $9.6M | $7.3M |
| NET INVESTMENT INCOME (LOSS) PER SHARE - BASIC (in dollars per share) | $1.45 | $0.91 | $1.07 |
| NET INVESTMENT INCOME (LOSS) PER SHARE - DILUTED (in dollars per share) | $1.45 | $0.91 | $1.07 |
| NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS PER SHARE - BASIC (in dollars per share) | $1.46 | $0.93 | $1.18 |
| NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS PER SHARE - DILUTED (in dollars per share) | $1.46 | $0.93 | $1.18 |
| WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC (in shares) | 22.8M shares | 10.3M shares | 6.2M shares |
| WEIGHTED AVERAGE SHARES OUTSTANDING - DILUTED (in shares) | 22.8M shares | 10.3M shares | 6.2M shares |
No quarter-by-quarter statement was filed.
Every line of the balance sheet as filed: the last 5 fiscal years (annual) or 6 quarters (quarterly), latest first.5
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 | 2022-12-31 | 2022-03-31 |
|---|---|---|---|---|---|
| Non-control/non-affiliate investments at fair value (amortized cost of $310,270,261 and $274,346,711, respectively) | $333.3M | $275.2M | |||
| Interest receivable | $3.2M | $3.6M | |||
| Cash and cash equivalents | $2.9M | $23.9M | |||
| Due from affiliates | $1.8M | $2.4M | |||
| Prepaid expenses and other assets | $770.3K | $321.1K | |||
| Receivable for investment sold | $0 | $4.1M | |||
| Total assets | $342.0M | $309.6M | |||
| Revolving line of credit | $25.0M | $0 | |||
| Distributions payable | $7.8M | $0 | |||
| Income-based incentive fees payable | $2.1M | $2.0M | |||
| Management fee payable | $1.4M | $758.4K | |||
| Professional fees payable | $456.6K | $458.8K | |||
| Capital gains incentive fees payable | $163.5K | $121.9K | |||
| Excise tax payable | $69.6K | $88.7K | |||
| Unearned interest income | $23.5K | $37.8K | |||
| Transaction fees payable related to the Loan Portfolio Acquisition | $0 | $2.9M | |||
| Offering costs payable | $0 | $989.6K | |||
| Deferred financing costs payable | $0 | $47.9K | |||
| Total liabilities | $38.6M | $8.4M | |||
| Common stock, $0.01 par value, 100,000,000 shares authorized, 22,820,408 and 22,820,386 shares issued and outstanding, respectively | $228.2K | $228.2K | |||
| Additional paid-in-capital | $303.2M | $303.3M | |||
| Distributable earnings (Accumulated loss) | $25.6K | -$2.3M | |||
| Total net assets | $303.4M | $301.2M | $85.6M | $86.5M | |
| NET ASSET VALUE PER SHARE (in dollars per share) | $13.30 | $13.20 | $13.77 | $13.91 | $13.61 |
| Amortized cost | $332.2M | $274.3M | |||
| Common stock, par value (in dollars per share) | $0.01 | $0.01 | |||
| Common stock, shares authorized (in shares) | 100.0M shares | 100.0M shares | |||
| Common stock, shares issued (in shares) | 22.8M shares | 22.8M shares | |||
| Common stock, shares outstanding (in shares) | 22.8M shares | 22.8M shares | 6.2M shares | 6.2M shares | 6.2M shares |
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 | 2022-12-31 | 2022-03-31 | 2022-01-31 |
|---|---|---|---|---|---|---|
| Non-control/non-affiliate investments at fair value (amortized cost of $310,270,261 and $274,346,711, respectively) | $333.3M | $275.2M | ||||
| Interest receivable | $3.2M | $3.6M | ||||
| Cash and cash equivalents | $2.9M | $23.9M | ||||
| Due from affiliates | $1.8M | $2.4M | ||||
| Prepaid expenses and other assets | $770.3K | $321.1K | ||||
| Receivable for investment sold | $0 | $4.1M | ||||
| Total assets | $342.0M | $309.6M | ||||
| Revolving line of credit | $25.0M | $0 | ||||
| Distributions payable | $7.8M | $0 | ||||
| Income-based incentive fees payable | $2.1M | $2.0M | ||||
| Management fee payable | $1.4M | $758.4K | ||||
| Professional fees payable | $456.6K | $458.8K | ||||
| Capital gains incentive fees payable | $163.5K | $121.9K | ||||
| Excise tax payable | $69.6K | $88.7K | ||||
| Unearned interest income | $23.5K | $37.8K | ||||
| Transaction fees payable related to the Loan Portfolio Acquisition | $0 | $2.9M | ||||
| Offering costs payable | $0 | $989.6K | ||||
| Deferred financing costs payable | $0 | $47.9K | ||||
| Total liabilities | $38.6M | $8.4M | ||||
| Common stock, $0.01 par value, 100,000,000 shares authorized, 22,820,408 and 22,820,386 shares issued and outstanding, respectively | $228.2K | $228.2K | ||||
| Additional paid-in-capital | $303.2M | $303.3M | ||||
| Distributable earnings (Accumulated loss) | $25.6K | -$2.3M | ||||
| Total net assets | $303.4M | $301.2M | $85.6M | $86.5M | ||
| NET ASSET VALUE PER SHARE (in dollars per share) | $13.30 | $13.20 | $13.77 | $13.91 | $13.61 | $14.00 |
| Amortized cost | $332.2M | $274.3M | ||||
| Common stock, par value (in dollars per share) | $0.01 | $0.01 | ||||
| Common stock, shares authorized (in shares) | 100.0M shares | 100.0M shares | ||||
| Common stock, shares issued (in shares) | 22.8M shares | 22.8M shares | ||||
| Common stock, shares outstanding (in shares) | 22.8M shares | 22.8M shares | 6.2M shares | 6.2M shares | 6.2M shares |
Cash flow is reported year to date, not quarter by quarter, so there are no separate quarterly figures.
Every line of the cash flow as filed: the last 3 fiscal years, latest first.5
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|
| Net increase (decrease) in net assets resulting from operations | $33.3M | $9.6M | $7.3M |
| Net change in unrealized (appreciation) depreciation from investments | -$207.9K | -$246.0K | -$922.0K |
| Net (accretion of discounts) and amortization of premiums | -$2.7M | -$1.1M | -$810.6K |
| Purchase of investments | -$156.2M | -$29.9M | -$8.4M |
| PIK interest capitalized | -$2.6M | -$743.8K | -$115.7K |
| Proceeds from sales of investments and principal repayments | $103.6M | $21.4M | $6.2M |
| Amortization of deferred financing costs | $629.0K | $0 | $0 |
| Net realized (gain) loss from investments | $0 | $74.5K | $210.8K |
| Interest receivable | $407.0K | -$1.8M | -$196.3K |
| Receivable for investment sold | $4.1M | -$4.1M | $0 |
| Due from affiliates | $557.0K | -$2.4M | $0 |
| Prepaid expenses and other assets | $129.5K | -$134.0K | -$57.0K |
| Income-based incentive fees payable | $74.4K | $487.7K | $1.5M |
| Management fee payable | $688.1K | $501.2K | $86.2K |
| Capital gains incentive fees payable | $41.6K | $34.3K | $87.6K |
| Professional fees payable | -$2.2K | $26.9K | $221.6K |
| Transaction fees payable related to the Loan Portfolio Acquisition | -$2.9M | $2.2M | $711.3K |
| Other payables | $238.6K | $32.4K | -$19.8K |
| Due to affiliates | $406.5K | $905.1K | -$37 |
| Excise tax payable | -$19.1K | $78.1K | -$69.9K |
| Unearned interest income | -$14.2K | $37.8K | $0 |
| Net cash provided by (used in) operating activities | -$20.5M | -$5.0M | $5.7M |
| Offering costs paid | -$1.1M | -$274.7K | $0 |
| Distributions paid | -$23.3M | -$12.4M | -$8.3M |
| Financing costs paid | -$1.2M | $0 | $0 |
| Proceeds from borrowings on revolving line of credit | $51.5M | $0 | $0 |
| Principal payments under revolving line of credit | -$26.5M | $0 | $0 |
| Proceeds from issuance of common stock | $0 | $9.0M | $0 |
| Net cash provided by (used in) financing activities | -$519.9K | -$3.6M | -$8.3M |
| Net increase (decrease) in cash and cash equivalents | -$21.0M | -$8.7M | -$2.5M |
| Excise taxes paid | $115.4K | $42.0K | $80.6K |
| Interest expense paid | $38.0K | $0 | $0 |
| Accrual for deferred financing costs (Note 2) | $1.1M | $47.9K | $0 |
| Accrual for deferred offering costs (Note 2) | $101.3K | $50.0K | $0 |
| Reinvestment of dividend distribution | $2.2K | $812 | $2.3K |
| Loans acquired for issuances of shares of common stock | $0 | $210.6M | $0 |
No quarter-by-quarter statement was filed.
Corporate structure
Chicago Atlantic BDC, Inc. sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of Chicago Atlantic BDC, Inc.
- Chicago Atlantic Loan Portfolio, LLC Filed SCHEDULE 13D/A on Chicago Atlantic BDC, Inc., latest Apr 11, 2025 (3 filings since Oct 11, 2024)
- Chicago Atlantic BDC Advisers, LLC Filed SCHEDULE 13G/A on Chicago Atlantic BDC, Inc., latest Feb 14, 2025 (4 filings since Mar 4, 2022)
- Graticule Asia Macro Advisors LLC Filed SC 13G/A on Chicago Atlantic BDC, Inc., latest Feb 14, 2023 (2 filings since Feb 14, 2022)
- Luxor Capital Group, LP Filed SC 13G/A on Chicago Atlantic BDC, Inc., latest Feb 14, 2022
- Chicago Atlantic BDC, Inc. New York, New York
Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What Chicago Atlantic BDC, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Investments
Properties, in its own words
We do not own any real estate or other physical properties materially important to our operations. We utilize office space that is leased by our affiliates for our principal executive office at 600 Madison Avenue, Suite 1800, New York, NY 10022. We believe that our office facilities are suitable and adequate for our business as presently conducted.
Item 2 of the 10-K filed Mar 19, 2026.9
Leadership
Who has led Chicago Atlantic BDC, Inc., and when. Pick a name to see everywhere that person has worked.
Chief executive
President
Chief financial officer
- Chief executive officerPeter Sack Mar 21, 2025 to now10
- Chief executive officerAndreas Bodmeier Oct 11, 2024 to Oct 11, 202411
- PresidentBernardino Colonna Oct 11, 2024 to now12
- Chief financial officerMartin G. Rodgers Feb 26, 2025 to Feb 26, 202513
- Chief financial officerThomas Geoffroy Jul 24, 2025 to now14
- Chief financial officerUmesh Mahajan Mar 17, 2023 to Mar 17, 202315
- Chief financial officerGregory M. Gentile Feb 3, 2022 to Sep 6, 202216
Board members and other officers (11)
- Secretary; Co-CIOUmesh Mahajan Apr 14, 2025 to now17
- Chief Accounting OfficerGianni James Lezziere Fazio Jul 11, 2025 to now18
- Board memberSupurna Vedbrat Mar 21, 2025 to now19
- Board memberPeter Sack Jul 17, 2025 to now20
- Board memberFrederick C. Herbst Oct 11, 2024 to Oct 11, 202421
- Board memberJason D. Papastavrou Oct 11, 2024 to Oct 11, 202422
- Board memberJohn Mazarakis Oct 11, 2024 to Oct 11, 202423
- Board memberCorte Americo Da Feb 3, 2022 to Feb 3, 202224
- Board memberMichael William Chorske Feb 3, 2022 to Feb 3, 202225
- Board memberVivek Bunty Bohra Feb 3, 2022 to Feb 3, 202226
- Board memberWarson Tracey Brophy Feb 3, 2022 to Feb 3, 202227
Former names
- Silver Spike Investment Corp.Jan 29, 2021 to Sep 27, 20243
Timeline
- Aug 13, 20268-K Results of operations; Regulation FD disclosure28
- Jun 25, 20268-K Shareholder vote29
- Jun 18, 20268-K Entered a material agreement; Regulation FD disclosure30
- May 14, 20268-K Results of operations; Regulation FD disclosure31
- Apr 14, 20268-K Executive or director change32
- Mar 19, 20268-K Results of operations; Regulation FD disclosure33
- Dec 19, 20258-K Bylaws or fiscal year changed; Other events34
- Dec 1, 20258-K Other events35
- Nov 13, 20258-K Results of operations; Regulation FD disclosure36
- Aug 14, 20258-K Results of operations; Regulation FD disclosure37
- Jul 3, 20258-K Executive or director change38
- Jun 27, 20258-K Shareholder vote39
- Mar 21, 2025New chief executive Peter Sack becomes CEO10
- Oct 11, 2024New chief executive Andreas Bodmeier becomes CEO11
Filings
193 filings to the SEC since October 2021: 7 annual reports, 13 quarterly reports, 54 major events, 52 insider forms, 10 large holders, 57 other. The latest 20:
- Sep 30, 2026EFFECT EDGAR
- Sep 28, 2026N-2/A EDGAR
- Sep 23, 2026N-14 8C/A EDGAR
- Sep 1, 20264 EDGAR
- Sep 1, 20264 EDGAR
- Aug 27, 20264 EDGAR
- Aug 27, 20264 EDGAR
- Aug 24, 20264 EDGAR
- Aug 24, 2026N-2/A EDGAR
- Aug 19, 20264 EDGAR
- Aug 19, 20264 EDGAR
- Aug 19, 20264 EDGAR
- Aug 19, 20264 EDGAR
- Aug 13, 2026425 EDGAR
- Aug 13, 2026DEFA14A CURRENT REPORT EDGAR
- Aug 13, 2026425 CURRENT REPORT EDGAR
- Aug 13, 20268-K CURRENT REPORT EDGAR
- Aug 13, 202610-Q EDGAR
- Jul 31, 2026N-14 8C EDGAR
- Jun 25, 20268-K CURRENT REPORT EDGAR
The 193 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Insider trades
42 open-market trades by officers, directors and large owners since October 2021: 42 buys and 0 sales. Grants, option exercises and gifts are left out.
| Date | Who | Trade | Shares | Price | Value | Filing |
|---|---|---|---|---|---|---|
| Aug 31, 2026 | Gordon ScottCo-Chief Investment Officer | Buy | 134 | $10.22 | $1.4K | Form 4 |
| Aug 31, 2026 | Colonna BernardinoPresident | Buy | 750 | $10.25 | $7.7K | Form 4 |
| Aug 28, 2026 | Colonna BernardinoPresident | Buy | 250 | $10.18 | $2.5K | Form 4 |
| Aug 27, 2026 | Colonna BernardinoPresident | Buy | 600 | $10.18 | $6.1K | Form 4 |
| Aug 27, 2026 | Gordon ScottCo-Chief Investment Officer | Buy | 5,000 | $10.19 | $51.0K | Form 4 |
| Aug 26, 2026 | Colonna BernardinoPresident | Buy | 600 | $10.16 | $6.1K | Form 4 |
| Aug 26, 2026 | Gordon ScottCo-Chief Investment Officer | Buy | 2,483 | $10.15 | $25.2K | Form 4 |
| Aug 25, 2026 | Colonna BernardinoPresident | Buy | 400 | $10.18 | $4.1K | Form 4 |
| Aug 25, 2026 | Gordon ScottCo-Chief Investment Officer | Buy | 250 | $10.12 | $2.5K | Form 4 |
| Aug 24, 2026 | Gordon ScottCo-Chief Investment Officer | Buy | 1,520 | $10.11 | $15.4K | Form 4 |
| Aug 21, 2026 | Gordon ScottCo-Chief Investment Officer | Buy | 195 | $9.95 | $1.9K | Form 4 |
| Aug 20, 2026 | Gordon ScottCo-Chief Investment Officer | Buy | 7,500 | $9.70 | $72.8K | Form 4 |
| Aug 19, 2026 | Gordon ScottCo-Chief Investment Officer | Buy | 8,200 | $9.57 | $78.5K | Form 4 |
| Aug 18, 2026 | Gordon ScottCo-Chief Investment Officer | Buy | 17,584 | $9.54 | $167.8K | Form 4 |
| Aug 17, 2026 | Mazarakis John10% owner | Buy | 60,000 | $9.44 | $566.4K | Form 4 |
| Aug 17, 2026 | Gordon ScottCo-Chief Investment Officer | Buy | 18,300 | $9.54 | $174.6K | Form 4 |
| Aug 17, 2026 | Fazio Gianni James LezziereChief Accounting Officer | Buy | 200 | $9.55 | $1.9K | Form 4 |
| Aug 17, 2026 | Mahajan UmeshSecretary; Co-CIO | Buy | 4,000 | $9.60 | $38.4K | Form 4 |
| Sep 19, 2025 | Sack PeterChief Executive Officer | Buy | 450 | $11.23 | $5.1K | Form 4 |
| Jul 17, 2025 | Sack PeterChief Executive Officer | Buy | 1,000 | $10.47 | $10.5K | Form 4 |
All 42 trades can be filtered by person here when JavaScript is on.
From Forms 4 filed with the SEC.
Major holders
Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.
- Chicago Atlantic Loan Portfolio, LLCSCHEDULE 13D/A, 3 filings Oct 11, 2024 to Apr 11, 202540
- Chicago Atlantic BDC Advisers, LLCSCHEDULE 13G/A, 4 filings Mar 4, 2022 to Feb 14, 202541
- Graticule Asia Macro Advisors LLCSC 13G/A, 2 filings Feb 14, 2022 to Feb 14, 202342
- Luxor Capital Group, LPSC 13G/A, 1 filing Feb 14, 202243
Held by these funds
The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 48. Change is in shares since the quarter before.
13F reports cover disclosed long positions in U.S. stocks only.
SEC filer profile
How Chicago Atlantic BDC, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARChicago Atlantic BDC, Inc.1
- CIK0001843162
- Employer ID (EIN)86-28728879
- Filer statusNon-accelerated filer an emerging growth company; not a smaller reporting company; not a shell company9
- Incorporated inMaryland9
- Fiscal year endsDecember 311
- Business address600 Madison Ave, Suite 1800, New York, NY 100221
- Phone(312) 625-92951
- Shares outstanding22,820,590 as of Aug 12, 20267
- Public float$207.8M as of Jun 30, 20259
- AuditorBDO USA, P.C., New York PCAOB ID 243; no auditor attestation of internal control over financial reporting9
- On EDGAR sinceJan 29, 20211
- Filings210 in all: 8-K (54), 4 (31), 3 (20), 425 (18), 10-Q (13), N-2/A (8), DEFA14A (7), 40-17G (5)1
All 36 form types
DEF 14A (5), 10-K (4), 497AD (4), N-14 8C/A (4), SC 13G/A (4), EFFECT (3), 10-K/A (2), 40-APP (2), 40-APP/A (2), CORRESP (2), DRS/A (2), N-14 8C (2), N-2 (2), SC 13G (2), 10-KT (1), 4/A (1), 424B1 (1), 424B3 (1), 8-A12B (1), CERT (1), DRS (1), N-54A (1), N-6F (1), N-6F/A (1), SC 13D (1), SC 13D/A (1), SCHEDULE 13D/A (1), SCHEDULE 13G/A (1)
- Latest filingsAnnual report (10-K) Mar 19, 2026
Quarterly report (10-Q) Aug 13, 2026
Proxy statement (DEF 14A) Apr 30, 2026
Latest 8-K (8-K) Aug 13, 2026
Securities registered for trading
| Class | Symbol | Exchange |
|---|---|---|
| Common Stock, par value $0.01 per share | LIEN | The Nasdaq Stock Market LLC |
From the cover page of the 10-K filed Mar 19, 2026 (Section 12(b) of the Exchange Act).9
Risk factors and legal proceedings
The risks Chicago Atlantic BDC, Inc. names in Item 1A of its 10-K filed Mar 19, 2026: 71 risks under these headings, as written.9
- Risks Relating to Economic Conditions
- Economic recessions or downturns may have a material adverse effect on our business, financial condition and results of operations, and could impair the ability of our portfolio companies to repay debt or pay interest.
- Global economic, political and market conditions, including downgrades of the U.S. credit rating, may adversely affect our business, results of operations and financial condition.
- The ongoing armed conflicts as a result of the Russian invasion of Ukraine and the conflict in the Middle East may have a material adverse impact on us and our portfolio companies.
- Capital markets may experience periods of disruption and instability. Such market conditions may materially and adversely affect debt and equity capital markets in the United States and abroad, which may have a negative impact on our business and operations.
- We may be affected by force majeure events (e.g., acts of God, fire, flood, earthquakes, outbreaks of an infectious disease, pandemic or any other serious public health concern, war, terrorism, nationalization of industry and labor strikes).
- General economic and market conditions, including those caused by inflation and a rising interest rate environment, could materially affect the success of our activities and investments.
- Any public health emergency, or the threat thereof, and the resulting financial and economic market uncertainty could have a significant adverse impact on us and the fair value of our investments and our portfolio companies.
- Risks Relating to Our Business and Structure
- We have limited operating history and our Adviser is a recently registered investment adviser under the Advisers Act, with limited history of managing BDCs and limited history of making credit investments in the nascent cannabis industry.
- A general increase in interest rates will likely have the effect of increasing our net investment income, which would make it easier for our Adviser to receive Incentive Fees on Income.
- Our investment portfolio will be recorded at fair value as determined in good faith in accordance with procedures established by our Board and, as a result, there will be uncertainty as to the value of our portfolio investments.
The other 61 risks
- The failure of major financial institutions, namely banks, or sustained financial market illiquidity, could adversely affect our and/or our portfolio companies’ businesses and results of operations.
- Our ability to achieve our investment objective will depend on our Adviser’s ability to support our investment process; if our Adviser were to lose key personnel or they were to resign, our ability to achieve our investment objective could be significantly harmed.
- Our business model depends to a significant extent upon strong referral relationships, and the inability of the personnel associated with our Adviser to maintain or develop these relationships, or the failure of these relationships to generate investment opportunities, could adversely affect our business.
- We may face increasing competition for investment opportunities, which could reduce returns and result in losses.
- Our ability to enter into transactions with our affiliates is restricted.
- A failure on our part to maintain qualification as a BDC would significantly reduce our operating flexibility.
- Regulations governing our operation as a BDC and RIC may affect our ability to raise, and the way in which we raise, additional capital or borrow for investment purposes, which may have a negative effect on our growth.
- The Incentive Fee on Capital Gains may be effectively greater than 20%.
- Our Board may change our investment objective, operating policies and strategies without prior notice or stockholder approval, the effects of which may be adverse.
- Changes in laws or regulations governing our operations, including laws and regulations governing cannabis, may adversely affect our business or cause us to alter our business strategy.
- Provisions of the MGCL and of our charter and bylaws could deter takeover attempts and have an adverse impact on the price of our common stock.
- Our Board is authorized to reclassify any unissued shares of common stock into one or more classes or series of stock, including preferred stock, which could convey special rights and privileges to its owners.
- Our bylaws include an exclusive forum selection provision, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or other agents.
- We are dependent on information systems and systems failures could significantly disrupt our business, which may, in turn, negatively affect our liquidity, financial condition or results of operations.
- Cybersecurity risks and cyber incidents may adversely affect our business or the business of our portfolio companies by causing a disruption to our operations or the operations of our portfolio companies, a compromise or corruption of our confidential information or the confidential information of our portfolio companies and/or damage to our business relationships or the business relationships of our portfolio companies, all of which could negatively impact the business, financial condition and operating results of us or our portfolio companies.
- We may experience fluctuations in our quarterly results.
- We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our shares of common stock less attractive to investors.
- Our status as an “emerging growth company” under the JOBS Act may make it more difficult to raise capital as and when we need it.
- If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud. As a result, stockholders could lose confidence in our financial and other public reporting, which would harm our business and the trading price of our common stock.
- We incur significant costs as a result of being a publicly traded company.
- Risks Relating to Conflicts of Interests
- Our incentive fee may induce our Adviser to make speculative investments.
- Our base management fee may induce our Adviser to incur leverage.
- There are significant potential conflicts of interest that could adversely impact our investment returns.
- Our Adviser and its affiliates may face conflicts of interest with respect to services performed for issuers in which we may invest.
- Risks Relating to Our Use of Leverage and Credit Facilities
- If we borrow money, the potential for loss on amounts invested in us will be magnified and may increase the risk of investing in us.
- Our existing credit facility and any credit facility we may enter into in the future would likely subject all or significant amounts of our assets to security interests and if we default on our obligations under such a credit facility, we may suffer adverse consequences, including foreclosure on our assets.
- The current period of capital markets disruption and economic uncertainty may make it difficult to obtain indebtedness and any failure to do so could have a material adverse effect on our business, financial condition or results of operations.
- Risks Relating to Distributions
- Because we intend to distribute at least 90% of our taxable income each taxable year to our stockholders in connection with our election to be treated as a RIC, we will continue to need additional capital to finance our growth.
- We will be subject to corporate-level U.S federal income tax if we are unable to obtain and maintain our qualification as a RIC under Subchapter M of the Code or do not satisfy the annual distribution requirement.
- We may have difficulty paying our required distributions if we are required to recognize income for U.S. federal income tax purposes before or without receiving cash representing such income.
- Risks Relating to Our Investments
- Our investments in portfolio companies may be risky, and we could lose all or parts of our investments.
- To the extent OID and PIK interest constitute a portion of our income, we may be exposed to higher risks with respect to such investments.
- If we acquire the securities and obligations of distressed or bankrupt companies, such investments may be subject to significant risks, including lack of income, extraordinary expenses, uncertainty with respect to satisfaction of debt, lower-than-expected investment values or income potentials and resale restrictions.
- Our portfolio companies may prepay loans, which may reduce our yields if capital returned cannot be invested in transactions with equal or greater expected yields.
- We may be subject to risks arising from revolving credit facilities.
- The lack of liquidity in our investments may adversely affect our business.
- We may not have the funds or ability to make additional investments in our portfolio companies.
- Portfolio companies may be highly leveraged.
- Our portfolio companies may incur debt that ranks equally with, or senior to, some of our investments in such companies.
- The disposition of our investments may result in contingent liabilities.
- There may be circumstances where our debt investments could be subordinated to claims of other creditors or we could be subject to lender liability claims.
- Second priority liens on collateral securing loans that we may make to our portfolio companies may be subject to control by senior creditors with first priority liens. If there is a default, the value of the collateral may not be sufficient to repay in full both the first priority creditors and us.
- If we make unsecured debt investments, we may lack adequate protection in the event our portfolio companies become distressed or insolvent and will likely experience a lower recovery than more senior debtholders in the event such portfolio companies default on their indebtedness.
- We may need to foreclose on loans that are in default, which could result in losses.
- The loans that we expect to make may be secured by collateral that is, and will be, subject to extensive regulations, such that if such collateral was foreclosed upon those regulations may result in significant costs and materially and adversely affect our business, financial condition, liquidity and results of operations.
- Certain assets of our borrowers may not be used as collateral or transferred to us due to applicable state laws and regulations governing the cannabis industry, and such restrictions could negatively impact our profitability.
- The market value of properties and equipment securing our loans may decrease upon foreclosure if they cannot be used for cannabis related operations.
- We may incur greater risk with respect to investments we acquire through assignments or participations of interests.
- We generally do not expect to control our portfolio companies.
- Defaults by our portfolio companies would harm our operating results.
- Our portfolio companies may experience financial distress and our investments in such companies may be restricted.
- We may not realize gains from our equity investments.
- We are subject to certain risks associated with foreign investments.
- We are a non-diversified investment company within the meaning of the 1940 Act, and therefore have few restrictions with respect to the proportion of our assets that may be invested in securities of a single industry or issuer.
- We may enter into total return swap agreements which expose us to certain risks, including market risk, liquidity risk and other risks similar to those associated with the use of leverage.
- Our ability to enter into transactions involving derivatives and financial commitment transactions may be limited, among other reasons, because of the unwillingness or inability of certain financial institutions to transact with cannabis-related companies such as ourselves.
- The health and wellness sector is highly regulated and competitive.
- Risks Relating to the Cannabis and Hemp Industries
- Risks related to the cannabis industry may directly or indirectly affect us or our portfolio companies engaged in the cannabis industry.
- Cannabis, except for hemp, is currently illegal under U.S. federal law and in other jurisdictions, and strict enforcement of federal laws would likely result in our inability to execute our business plan.
- Legal status of cannabis, other than hemp
- Legal status of hemp and hemp derivatives
- Loans to relatively new and/or small companies and companies operating in the cannabis industry generally involve significant risks.
- Our investment opportunities are limited by the current illegality of cannabis under U.S. federal law; changes in the laws, regulations and guidelines that impact the cannabis industry may cause adverse effects on our ability to make investments.
Legal proceedings
We are not currently subject to any material legal proceedings, nor, to our knowledge, are any material legal proceedings threatened against us. From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. Furthermore, third parties may seek to impose liability on us in connection with the activities of our portfolio companies. Our business is also subject to extensive regulation, which may result in regulatory proceedings against us. While the outcome of any future legal or regulatory proceedings cannot be predicted with certainty, we do not expect that any such future proceedings will have a material effect upon our financial condition or results of operations.
The opening of Item 3, Legal Proceedings.9
Sources
The numbers on this page point here. Each one links to the record it came from.
- 1
- 2Yahoo FinanceLIEN quote
- 3
- 4
- 5
- 6
- 7
- 8
- 9
- 10SEC EDGARPeter Sack, Chief executive officer
- 11
- 12SEC EDGARBernardino Colonna, President
- 13
- 14
- 15
- 16
- 17SEC EDGARUmesh Mahajan, Secretary; Co-CIO
- 18
- 19SEC EDGARSupurna Vedbrat, Board member
- 20SEC EDGARPeter Sack, Board member
- 21SEC EDGARFrederick C. Herbst, Board member
- 22SEC EDGARJason D. Papastavrou, Board member
- 23SEC EDGARJohn Mazarakis, Board member
- 24SEC EDGARCorte Americo Da, Board member
- 25
- 26SEC EDGARVivek Bunty Bohra, Board member
- 27SEC EDGARWarson Tracey Brophy, Board member
- 28
- 29SEC EDGARShareholder vote
- 30
- 31
- 32SEC EDGARExecutive or director change
- 33
- 34
- 35SEC EDGAROther events
- 36
- 37
- 38SEC EDGARExecutive or director change
- 39SEC EDGARShareholder vote
- 40
- 41
- 42
- 43