UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2021  
OR

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2020

OR

 

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 NUMBER: 814-01137

 

STHEALTH CAPITAL INVESTMENT CORP.
(Exact name of registrant as specified in its charter)

 

Maryland 47-1709055
(State or Other Jurisdiction of
Incorporation or Organization)
 (I.R.S. Employer Identification No.)

 

680 5th Avenue New York, NY, 21st Floor 10019
(Address of Principal Executive Offices) (Zip Code)

 

212-601-2769
(Issuer’s Telephone Number, Including Area Code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each classTrading symbol(s)Symbol(s)Name of each exchange
on which registered
Common stock par value $0.001 per shareN/An/aNotRegistrant is non-traded business development company. Common stock is not registered on any exchange at this timeexchange.
Preferred stock par value $0.001 per shareN/An/aNotRegistrant is non-traded business development company. Preferred stock is not registered on any exchange at this timeexchange.

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes    No 

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§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, 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 filerAccelerated filer
Non-accelerated filerSmaller 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 

 

As of November 16, 2020,15, 2021, the Company had 3,894,1914,304,191 shares of its common stock, $0.001 par value per share, outstanding. 

 

 

STHEALTH CAPITAL INVESTMENT CORP.
FORM 10-Q
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020

INDEXTABLE OF CONTENTS

  

 PAGE
PART I - FINANCIAL INFORMATION1
Item 1. Financial Statements1F-1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations11F-14
Item 3. Quantitative and Qualitative Disclosure About Market Risk13F-19
Item 4. Controls and Procedures13F-20
PART II – OTHER INFORMATION14
Item 1. Legal Proceedings14F-20
Item 1A. Risk Factors14F-20
Item 2. Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities14F-20
Item 3. Defaults Upon Senior Securities14F-20
Item 4. Mine Safety Disclosures14F-21
Item 5. Other Information14F-21
Item 6. Exhibits14F-21
SIGNATURES15
EXHIBIT INDEX 

 

 

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

StHealth Capital Investment Corp

Three Months Ended March 31, 2021 and 2020

Index to the Condensed Financial Statements

ContentsPage (s)
Condensed Balance Sheets as of March 31, 2021 (Unaudited) and December 31, 2020F-2
Unaudited Condensed Statements of Operations for the three months ended March 31, 2021 and 2020F-3
Unaudited Condensed Statements of Changes in Stockholders’ equity for the three months ended March 31, 2021 and 2020F-4
Unaudited Condensed Statements of Changes in Net Assets for the three months ended March 31, 2021 and 2020F-5
Unaudited Condensed Statements of Cash Flows for the three months ended March 31, 2021 and 2020F-6
Schedules of Investments as of March 31, 2021 (Unaudited) and December 31, 2020F-7
Notes to the Unaudited Condensed Financial StatementsF-8

F-1

StHealth Capital Investment Corp.
Condensed Balance Sheets

 

  September 30,  December 31, 
  2020  2019 
Current Assets  (Unaudited)     
Current Assets        
Investment securities, net $4,080,468  $3,590,000 
Cash  665,253   2,303,516 
Prepaid expense  4,000   34,858 
Other current assets  42,876   32,944 
Total current assets  4,792,597   5,961,318 
Property plant and equipment  27,529   34,028 
Total assets $4,820,126  $5,995,346 
         
Liabilities and stockholders' equity        
Liabilities:        
Accounts payable $261,732  $365,035 
Accrued expenses  25,000   22,000 
Accrued expenses - related party  148,826   89,506 
Total liabilities  435,558   476,541 
         
Net Asset Value  4,384,568   5,518,805 
         
Composition of net assets        
Preferred stock, par value $.001 per share; 50,000,000 shares authorized, none issued and outstanding      
Common stock, par value $.001 per share; 550,000,000 shares authorized, 3,894,191and 3,874,191 shares issued and outstanding, respectively  3,895   3,875 
Additional paid-in capital  12,726,235   12,681,255 
Accumulated deficit  (8,345,562)  (7,166,325)
Net assets  4,384,568   5,518,805 
Net asset value per share of common stock $1.13  $1.42 

The accompanying notes are an integral part of these unaudited financial statements. 

 1

StHealth Capital Investment Corp.
Statements of Operations
(Unaudited)

  Three Months Ended  Three Months Ended  Nine Months Ended  Nine Months Ended 
  September 30, 2020  September 30, 2019  September 30, 2020  September 30, 2019 
Investment Income                
Interest income $4,977  $3,216  $34,964  $24,879 
Operating expenses                
General and administrative  59,929   71,471   200,408   111,159 
Management fee – related party  21,376   16,750   59,320   37,000 
Professional fees  254,848   262,367   678,382   465,892 
Total operating expenses  336,153   350,588   938,110   614,051 
                 
Net investment loss  (331,176)  (347,372)  (903,146)  (589,172)
                 
Realized and unrealized gain (loss)                
Net realized gain (loss) on investments  271,722      (82,659)   
Net unrealized gain (loss) on asset valuation  (254,599)  (399,618)  (193,432)  262,565 
Total net realized and unrealized gain (loss) on
investments
  17,123   (399,618)  (276,091)  262,565 
                 
Net decrease in net assets resulting from operations
investments
 $(314,053) $(746,990) $(1,179,237) $(326,607)
                 
Net decrease in net assets resulting from operations (Loss per Share) - basic and diluted $(0.08) $(0.26) $(0.30) $(0.18)
                 
Weighted average common shares outstanding - basic and diluted  3,894,191   2,831,673   3,891,417   1,835,481 
  As of As of
  March 31, 2021 December 31, 2020
Assets  (Unaudited)     
Investment securities, net $1,405,000  $2,173,000 
Cash and cash equivalents  1,628,000   896,000 
Prepaid expenses  7,000   10,000 
Other current assets  39,000   37,000 
Total current assets  3,079,000   3,116,000 
         
Property and equipment, net  20,000   24,000 
Total assets  3,099,000   3,140,000 
         
Current Liabilities        
Accounts payable  262,000   308,000 
Accrued expenses  80,000   79,000 
Accrued expenses – related party  179,000   168,000 
Total Current liabilities  521,000   555,000 
         
Net assets $2,578,000  $2,585,000 
         
Commitments and contingencies  —     —   
         
Composition of net assets        
Preferred stock, par value $.001 per share; 50,000,000 shares authorized, none
issued and outstanding
  —     —   
Common stock, par value $.001 per share; 550,000,000 shares authorized, 3,894,191and 3,894,191 shares issued and outstanding, respectively  4,000   4,000 
Additional paid-in capital  12,726,000   12,726,000 
Accumulated deficit  (10,152,000)  (10,145,000)
Net assets  2,578,000   2,585,000 
Net asset value per share of common stock $0.66  $0.66 

 

The accompanying notes are an integral part of these unaudited financial statements. 

 2

StHealth Capital Investment Corp.
Unaudited Condensed Statements of Stockholders’ EquityOperations
(Unaudited)
For the Three Months Ended March 31,

  

Three months ended September 30, 2020 and 2019 

  Shares  Dollars 
  Common  Preferred  Common  Preferred  Additional  Accumulated    
  Shares  Shares  Shares  Shares  Paid-in Capital  Deficit  Total 
Balance - June 30, 2020  3,894,191     $3,895  $  $12,726,235  $(8,031,509) $4,698,621 
Net decrease in net assets resulting from operations                 (314,053)  (314,053)
Balance - September 30, 2020  3,894,191      3,895      12,726,235   (8,345,562)  4,384,568 
                             
Balance - June 30, 2019  2,084,258     $2,085  $  $9,461,171  $(6,275,385) $3,187,871 
Sale of common stock  1,761,430       1,761       3,168,813       3,170,574 
Net decrease in net assets resulting from operations                 (746,990)  (746,990)
Balance - September 30, 2019  3,845,688     $3,846  $  $12,629,984  $(7,022,375) $5,611,455 

Nine months ended September 30, 2020 and 2019

  Shares  Dollars 
  Common  Preferred  Common  Preferred  Additional  Accumulated    
  Shares  Shares  Shares  Shares  Paid-in Capital  Deficit  Total 
Balance - December 31, 2019  3,874,191     $3,875  $  $12,681,255  $(7,166,325) $5,518,805 
Sale of common stock  20,000      20      44,980      45,000 
Net decrease in net assets resulting from operations                 (1,179,237)  (1,179,237)
Balance - September 30, 2020  3,894,191     $3,895  $  $12,726,235  $(8,345,562) $4,384,568 
                             
Balance - December 31, 2018  840,627     $841  $  $7,562,259  $(6,695,768) $867,332 
Sale of common stock  3,005,061       3,005       5,067,725       5,070,730 
Net decrease in net assets resulting from operations                 (326,607)  (326,607)
Balance - September 30, 2019  3,845,688     $3,846  $  $12,629,984  $(7,022,375) $5,611,455 

The accompanying notes are an integral part of these unaudited financial statements. 

 3

StHealth Capital Investment Corp.
Statements of Changes in Net Assets
(Unaudited)

  Nine Months Ended  Nine Months Ended 
  September 30, 2020  September 30, 2019 
Operations        
Net investment loss  (903,146)  (589,172)
Net realized gain (loss) on investments  (82,659)  262,565 
Net change in unrealized depreciation on investments  (193,432)   
Net decrease in net assets resulting from operations  (1,179,237)  (326,607)
         
Capital share transactions        
Reinvestment of stockholder distributions        
Sales of common stock  45,000   5,070,730 
Net increase in net assets resulting from capital share
transactions
  45,000   5,070,730 
         
Total increase (decrease) in net assets  (1,134,237)  4,744,123 
Net assets at beginning of period  5,518,805   867,332 
Net assets at end of period $4,384,568  $5,611,455 

The accompanying notes are an integral part of these unaudited financial statements. 

 4

StHealth Capital Investment Corp.
Statements of Cash Flows
(Unaudited)

  Nine Months Ended  Nine Months Ended 
  September 30, 2020  September 30, 2019 
Cash flows from operating activities:        
Net decrease in net assets resulting from operations $(1,179,237) $(326,607)
Adjustments to reconcile net decrease in net assets resulting from operations to net:        
Net unrealized loss (gain)on investment valuation  193,432   (262,183)
Net realized loss on investments  82,659    
Depreciation  10,278   1,350 
Changes in operating assets and liabilities:        
Cash paid for investment  (3,918,535)  (1,900,000)
Proceeds from sale of investment  3,175,154   250,000 
Prepaid expenses  30,858   (16,670)
Other receivables  (33,110)  (47,944)
Accounts payable  (103,303)  (153,237)
Accrued liabilities  3,000   (13,351)
Accrued expenses - related party  59,320   37,000 
Cash used by operating activities  (1,679,484)  (2,431,642)
         
Cash flows from investing activities:        
Purchase of fixed assets  (3,779)  (38,594)
Cash used by investing activities  (3,779)  (38,594)
         
Cash flows from financing activities:        
Proceeds from sale of common stock  45,000   5,070,730 
Cash provided by financing activities  45,000   5,070,730 
         
Net increase (decrease) in cash  (1,638,263)  2,600,494 
Cash, beginning of period  2,303,516   14,766 
Cash, end of period $665,253  $2,615,260 
         
Cash paid for interest $  $ 
Cash paid for taxes $  $ 
Supplemental schedule of noncash financial activities:      
   Accrued interest’s conversion into investment $23,178  $ 
  2021 2020
Investment Income        
Interest income $—    $16,000 
         
Operating expenses        
Professional fees  257,000   176,000 
Management fee – related party  11,000   20,000 
General and administrative  78,000   66,000 
Total operating expenses  346,000   262,000 
         
Net investment loss  (346,000)  (246,000)
         
Realized and unrealized gain (loss) on investments        
Net realized gain on investments  21,000   —   
Net unrealized gain (loss) on investments  318,000   (646,000)
Total net realized and unrealized gain (loss) on investments  339,000   (646,000)
         
Net decrease in net assets resulting from operations $(7,000) $(892,000)
         
Net decrease in net assets resulting from operations per common share - basic and diluted $(0.00) $(0.23)
         
Weighted average common shares outstanding - basic and diluted  3,894,191   3,885,836 

 

The accompanying notes are an integral part of these unaudited financial statements.

StHealth Capital Investment Corp.
Unaudited Condensed Statements of Changes in Stockholders’ Equity
For the Three Months Ended March 31, 2021 and 2020

 5

 

  Preferred stock Common stock Additional Accumulated  
  Shares Amount Shares Amount Paid-in Capital Deficit Total
Balance, December 31, 2020  —    $—     3,894,191  $4,000  $12,726,000  $(10,145,000) $2,585,000 
Net decrease in net assets resulting from operations  —     —     —     —     —     (7,000)  (7,000)
Balance, March 31, 2021  —    $—     3,894,191  $4,000  $12,726,000  $(10,152,000) $2,578,000 

  Preferred stock Common stock Additional    
  Shares Amount Shares Amount Paid-in Capital Accumulated
Deficit
 Total
Balance, December 31, 2019  —    $—     3,874,191  $4,000  $12,681,000  $(7,166,000) $5,519,000 
Sale of common stock  —     —     20,000   —     45,000   —     45,000 
Net decrease in net assets resulting from operations  —     —     —     —     —     (892,000)  (892,000)
Balance, March 31, 2020  —    $—     3,894,191  $4,000  $12,726,000  $(8,058,000) $4,672,000 

The accompanying notes are an integral part of these unaudited financial statements.

StHealth Capital Investment Corp.
Unaudited Condensed Statements of Changes in Net Assets
For the Three Months Ended March 31,

  2021 2020
Operations        
Net investment loss $(346,000) $(246,000)
Net realized gain on investments  21,000   —   
Net unrealized gain (loss) on investments  318,000   (646,000)
Net decrease in net assets resulting from operations  (7,000)  (892,000)
         
Capital share transactions        
Sales of common stock  —     45,000 
Net increase in net assets resulting from capital share transactions  —     45,000 
         
Total decrease in net assets  (7,000)  (847,000)
Net assets at beginning of period  2,585,000   5,519,000 
Net assets at end of period $2,578,000  $4,672,000 

The accompanying notes are an integral part of these unaudited financial statements.

StHealth Capital Investment Corp.
Unaudited Condensed Statements of Cash Flows
For the Three Months Ended March 31,

  2021 2020
Cash Flows from Operating Activities        
Net decrease in net assets resulting from operations $(7,000) $(892,000)
Adjustments to reconcile net decrease in net assets resulting from operations to net:        
Net realized gain from the sale of investments  (21,000)  —   
Net unrealized loss (gain) on investments  (318,000)  646,000 
Depreciation expense  4,000   3,000 
Changes in operating assets and liabilities:        
Cash paid for purchase of investment  (1,477,000)  (1,058,000)
Cash received from sale of investment  2,584,000   —   
Prepaid expenses  3,000   12,000 
Other current assets  (2,000)  (15,000)
Accounts payable  (46,000)  (26,000)
Accrued expenses  1,000   (3,000)
Accrued expenses – related party  11,000   19,000 
Net Cash Provided by (Used in) Operating Activities  732,000   (1,314,000)
         
Cash Flows from Investing Activities        
Acquisition of property and equipment  —     (3,000)
Cash Used in Investing Activities  —     (3,000)
         
Cash Flows from Financing Activities        
Proceeds from sale of common stock  —     45,000 
Cash Provided by Financing Activities  —     45,000 
         
Net increase (decrease) in Cash  732,000   (1,272,000)
Cash, beginning of period  896,000   2,304,000 
Cash, end of period $1,628,000  $1,032,000 
         
Supplemental disclosure of cash flow information:        
Cash paid for interest $—    $—   
Cash paid for taxes $—    $—   

The accompanying notes are an integral part of these unaudited financial statements.

StHealth Capital Investment Corp.
Schedules of Investments

  As of March 31, 2021 (Unaudited)
Portfolio Investments Cost Basis Value
Orchestra BioMed, Inc., Preferred Stock Series B $1,100,000  $473,000 
Orchestra BioMed, Inc., Preferred Stock Series B-1  900,000   305,000 
First Wave BioPharma, Inc., Common stock  276,000   346,000 
Other Trading Securities, Common Stock and Options  302,000   281,000 
  $2,578,000  $1,405,000 

  As of December 31, 2020
Portfolio Investments Cost Basis Value
Orchestra BioMed, Inc., Preferred Stock Series B $1,100,000  $473,000 
Orchestra BioMed, Inc., Preferred Stock Series B-1  900,000   305,000 
First Wave BioPharma, Inc., Warrant  169,000   144,000 
First Wave BioPharma, Inc., Common stock, Preferred Stock and Warrant Series B  523,000   893,000 
First Wave BioPharma, Inc., Exchange Warrant  71,000   82,000 
Other Trading Securities, Common Stock and Options  319,000   276,000 
  $3,082,000  $2,173,000 

The accompanying notes are an integral part of these unaudited financial statements.

StHealth Capital Investment Corp.
Notes to Unaudited Condensed Financial Statements
For the threeThree Months ended March 31, 2021 and nine months ended September 30, 2020 and 2019
(Unaudited)

 

Note 1.1 - Nature of the Business and Summary of Significant Accounting Policies

 

StHealth Capital Investment Corp. (formerly First Capital Investment Corporation and Freedom Capital Corporation) (the “Company”), was incorporated under the general corporation laws of the State of Maryland on June 19, 2014. The Company is a non-diversified, closed-end management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”), and that intends to elect to be treated for federal income tax purposes, and intends to qualify annually thereafter, as a regulated investment company (“RIC”), under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”)., for which it believes it qualified for as of January 2021 however has not yet filed documents with the IRS.

 

Note 2. Summary of Significant Accounting Policies

Basis of Presentation: The accompanying unaudited financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles, or GAAP. The Company is an investment company, as defined under U.S. GAAP, and applies accounting and reporting guidance in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 946, Financial Services - Investment Companies.

Unaudited Interim Financial Information: These unaudited interim condensed financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America, or GAAP, for("GAAP"). In our opinion, the unaudited interim condensed financial information and with the instructions for Form 10Q and Article 10 of Regulation SX. Accordingly, they do notstatements include all adjustments of a normal recurring nature necessary for the fair presentation of our financial position as of March 31, 2021, our results of operations for the three months ended March 31, 2021 and 2020, and our cash flows for the three months ended March 31, 2021 and 2020. The results of operations for the three months ended March 31, 2021 are not necessarily indicative of the information and footnotes required by GAAPresults to be expected for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. For a more complete discussion of significant accounting policies and certain other information, the Company’syear ending December 31, 2021. These unaudited interim unauditedcondensed financial statements should be read in conjunction with its auditedthe financial statements as of and the related notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 included in2020 filed with the Company’s annual report on Form 10K for the year ended December 31, 2019. Operating results for the nine months ended September 30, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020. The September 30, 2020 balance sheet and schedule of investments are derived from the Company’s audited financial statements as of and for the year ended December 31, 2019. The Company is considered an investment company under GAAP and follows the accounting and reporting guidance applicable to investment companies under Accounting Standards Codification, or ASC, Topic 946, Financial Services—Investment Companies.SEC.

 

Net Increase in Net Assets Resulting from Operations per Share: The net increase in net assets resulting from operations per share is calculated based upon the weighted average number of shares of common stock outstanding during the reporting period.

Valuation of Portfolio Investments: The Company intends to determine the net asset value of its investment portfolio each quarter. The boardCompany’s Board of directorsDirectors also reviews and approves the valuation for each period end. Securities that are publicly traded will be valued at the reported closing price on the valuation date. Securities that are not publicly-traded will be valued at fair value as determined in good faith by the Company’s boardBoard of directorsDirectors - in accordance with ASC Topic 820 – Fair Value Measurements and Disclosures (“ASC Topic 820”).  Under ASC Topic 820, defines fair value establishesis defined 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 (an exit price). The standard outlines a valuation framework usedand creates a fair value hierarchy in order to measureincrease the consistency and comparability of fair value measurements and the related disclosures. Under GAAP, certain assets and liabilities must be measured at fair value, and requiresASC 820-10-50 details the disclosures that are required for items measured at fair value.

The Company may have various financial instruments that must be measured under the new fair value measurements,standard including cash, promissory notes payable. The Company's financial assets and liabilities are measured using inputs from the categorization of financial instruments into a three-level hierarchy based on the transparency of valuation inputs.  ASC Topic 820 requires disclosurethree levels of the fair value of financial instrumentshierarchy. The three levels are as follows:

Level 1 – Inputs are unadjusted quoted prices in active markets for which it is practical to estimate such value. In connection withidentical assets or liabilities that determination, the Company expectshas the ability to access at the measurement date. The fair value of the Company's cash is based on quoted prices and therefore classified as Level 1.
Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).

Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability.

Cash, security deposit, prepaid expenses, accrued expenses and note payable reported on the balance sheet are estimated by management to approximate fair market value due to their short-term nature.

Revenue Recognition for Interest Income:  Revenue from investment securities such as interest income is recognized as earned on an accrual basis to the extent that such amounts are expected to be collected. Generally, when a loan becomes past due, or if the Company’s qualitative assessment indicates that the Adviserdebtor is unable to service its debt or other obligations, the Company will provideplace the loan on non-accrual status and cease recognizing interest income on that loan for financial reporting purposes until the borrower has demonstrated the ability and intent to pay contractual amounts due. However, the Company will remain contractually entitled to this interest. If interest payments are later received on non-accrual loans, then they are restored to accrual status when past due principal and interest are paid assuming in management’s judgment they are likely to remain current. Realized gains or losses on investments are determined by calculating the difference between the net proceeds from the disposition and the amortized cost basis of the investments, without regard to unrealized gains or losses previously recognized. Realized gains or losses on the sale of investments are calculated using the specific identification method. The Company reports changes in fair value of investments as a component of the net unrealized gain (loss) on investments in the Statements of Operations.

Going Concern, Removal of Qualification: The Company’s board of directors with portfolio company valuations which are based on relevant inputs, including, but not limited to, indicative dealer quotes, values of like securities, recent portfolio companycondensed financial statements and forecasts, and valuations prepared by third-party valuation services.

Reclassifications: Certain prior period amounts have been reclassified to conform to the current period presentation.

Note 3. Going Concern

For the nine months ended September 30, 2020, the Company incurred a net decrease in net assets resulting from operations of $1,179,237 and have an accumulated deficit of $8,345,562. These circumstances raise substantial doubt as to the Company’s ability toprepared assuming that it will continue as a going concern. Currently,As of March 31, 2021 and as of November 18, 2021, the date that our condensed financial statements as of and for the three months March 31, 2021 were published, management reviewed its available cash and projected annual spend for normal operations of the Company. Upon managements’ review it was determined that the available cash for normal operations was in excess of 12 months of anticipated spending for that same period from the date of the filing of this Report. Management believes that its cash and marketable securities available for operations of nearly $1,628,000 and $1,405,000 as of March 31, 2021, and the limited need for operating capital, there is limited risk of it being unable to operate for 12 months from the date this form 10-Q was published. Notwithstanding current book losses management is confident of its portfolio and its future prospects.

New Accounting Pronouncements: The Company’s management reviewed all recently issued accounting standard updates (“ASU’s”) not yet adopted by the Company, has launchedand does not believe the future adoptions of any such ASU’s may be expected to cause a capital raising program led by a Broker Dealer acting asmaterial impact on the Dealer Manager and arranging a syndicate of several additional Broker Dealers who will also sell our securities. DuringCompany’s financial condition or the nine months ended September 30, 2020, the Company issued 20,000 sharesresults of its common stock and received gross proceeds of $50,000, at a price of $2.50 per share. There were 10% commission cost and therefore net proceeds in cash were $45,000. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concernoperations.

 

Note 4.2. Compensation of the Advisor

On August 7, 2018, the Company held its 2018 Annual Meeting of shareholders at which meeting the new Investment Advisory and Administrative Services Agreement by and between the Company and StHealth Capital Advisors was approved.

 

The Company will pay the Adviserpays StHealth Capital Advisors (“Advisor”) a fee for its services under the investment advisory and administrative services agreement (“New Advisory AgreementAgreement”) consisting of two components — a base management fee and an incentive fee based on the Company’s performance. The cost of both the base management fee payable to the AdviserAdvisor and any incentive fees it earns will ultimately be borne by the Shareholders.

 


Base Management Fee. The base management fee will be payable quarterly in arrears and will be calculated at an annual rate of 2.0% of the Company’s average monthly gross assetsinvestments during such period. The base management fee may or may not be taken in whole or in part at the discretion of the Adviser. All or any part of the base management fee not taken as to any quarter will be deferred without interest and may be taken in such other quarter as the Adviser shall determine.Advisor. The base management fee for any partial month or quarter will be appropriately prorated.

 

During the ninethree months ended September 30,March 31, 2021 and 2020, and 2019, the base management fee was accrued for the advisorAdvisor in the amounts of $59,320$7,000 and $37,000,$20,000, respectively.  During the three months ended March 31, 2021 and 2020, base management fee is included in management fee – related party on the face of statements of operations.

Incentive Fee. Under the New Advisory Agreement, the incentive fee consists of two parts. The first part, which the Company refers to as the subordinated incentive fee on interest or dividend income, will be calculated and payable quarterly in arrears based upon the Company’s “pre-incentive fee net investment income” for the immediately preceding quarter. The subordinated incentive fee on interest or dividend income will be subject to a quarterly hurdle rate, or the rate of return that must be met before incentive fees are payable to the Adviser,Advisor, expressed as a rate of return on adjusted capital for the most recently completed calendar quarter, of 0.496% (2.0% annualized), subject to a “catch up” feature. For this purpose, “pre-incentive fee net investment income” means interest income, dividend income and any other income (including any other fees, other than fees for providing managerial assistance, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies) accrued during the calendar quarter, minus the Company’s operating expenses for the quarter (including the base management fee, expenses reimbursed to the AdviserAdvisor under the New Advisory Agreement and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the incentive fee). Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with PIK interest and zero-coupon securities), accrued income that the Company has not yet received in cash. Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. The calculation of the subordinated incentive fee on interest or dividend income for each quarter is as follows:

 

 No subordinated incentive fee on interest or dividend income is payable to the AdviserAdvisor in any calendar quarter in which the Company’s pre-incentive fee net investment income does not exceed the hurdle rate of 0.496%;

 

 100% of the Company’s pre-incentive fee net investment income, if any, that exceeds the hurdle rate but is less than or equal to 0.619% in any calendar quarter (2.5% annualized) is payable to the Adviser.Advisor. The Company refers to this portion of its pre-incentive fee net investment income (which exceeds the hurdle rate but is less than or equal to 0.619%) as the “catch-up.” The “catch-up” provision is intended to provide the AdviserAdvisor with an incentive fee of 20.0% on all of the Company’s pre-incentive fee net investment income when its pre-incentive fee net investment income reaches 0.619% in any calendar quarter; and

 

 20.0% of the amount of the pre-incentive fee net investment income, if any, that exceeds 0.619% in any calendar quarter (2.5% 10-Qized) is payable to the AdviserAdvisor once the hurdle rate is reached and the catch-up is achieved (20.0% of all pre-incentive fee net investment income thereafter is allocated to the Adviser)Advisor).

 

The second part of the incentive fee, which the Company refers to as the incentive fee on capital gains, will be determined and payable in arrears as of the end of each quarter (or upon termination of the New Advisory Agreement). This fee will equal 20.0% of the Company’s incentive fee capital gains, which will equal the Company’s realized capital gains on a cumulative basis from inception, calculated as of the end of the applicable period, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gains incentive fees. Incentive fees not paid at the end of the calendar year in which they were earned will accrue until such time when the management chooses to pay them.

 

NoIncentive fee was accrued for the three months ended March 31, 2021 and 2020 amounted to $4,000 and nil, respectively. During the three months ended March 31, 2021 and 2020, incentive fee is included in management fee – related party on the face of statements of operations.

As of March 31, 2021 and December 31, 2020, the Advisor was earned forowed $179,000 and $168,000, respectively. This is recorded under Accrued expenses – related party in the nine months ended September 30, 2020 and 2019.balance sheets.

 

Note 5.3. Expense Reimbursement

 

The Company’s primary operating expenses will be the payment of advisory fees and other expenses under the New Advisory Agreement, approved at the Shareholder’s Meeting on August 7, 2018, interest expense from financing facilities and other expenses necessary for its operations. ItsThe investment advisory fee will compensate the AdviserAdvisor for its work in identifying, evaluating, negotiating, executing, monitoring and servicing the Company’s investments. The Company will bear all other expenses of its operations and transactions, including (without limitation) fees and expenses relating to:

 corporate and organization expenses relating to offerings of its common stock, subject to limitations included in the New Advisory Agreement;
 the cost of calculating its net asset value, including the cost of any third-party pricing or valuation services;


 the cost of effecting sales and repurchases of shares of its common stock and other securities;
 investment advisory fees;

 fees payable to third parties relating to, or associated with, making investments and valuing investments, including fees and expenses associated with performing due diligence reviews of prospective investments;
 interest payments on the Company’s debt or related obligations;
 research and market data (including news and quotation equipment and services, and any computer hardware and connectivity hardware (e.g, telephone and fiber optic lines) incorporated into the cost of obtaining such research and market data);
 transfer agent, administrator and custodial fees;
 fees and expenses associated with marketing efforts;
 federal and state registration fees;
 federal, state and local taxes;
 fees and expenses of directors not also serving in an executive officer capacity for the Company or the Adviser;Advisor;
 costs of proxy statements, Shareholders’ reports, notices and other filings;
 fidelity bond, directors and officers/errors and omissions liability insurance and other insurance premiums;
 direct costs such as printing, mailing, long distance telephone and staff;
 fees and expenses associated with accounting, corporate governance, independent audits and outside legal costs;
 costs associated with the Company’s reporting and compliance obligations under the 1940 Act and applicable federal and state securities laws, including compliance with the Sarbanes-Oxley Act;
 brokerage commissions for the Company’s investments;
 costs associated with the Company’s chief financial officer and chief compliance officer; and
 rent or depreciation, utilities, capital equipment or other costs of the Adviser’sAdvisor’s own administrative items
 all other expenses incurred by the Adviser,Advisor, or the Company in connection with administering its business, including expenses incurred by the Adviser,Advisor, in performing administrative services for the Company and administrative personnel paid by the Adviser,Advisor, to the extent they are not controlling persons of the AdviserAdvisor or any of its affiliates, subject to the limitations included in the New Advisory Agreement.

 

Subject to the limitations on reimbursement of the Adviser,Advisor, the Corporation, either directly or through reimbursement to the Adviser,Advisor, shall bear all other costs and expenses of its operations and transactions, including expenses deemed to be “organization and offering expenses” of the Corporation for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority, such expenses, exclusive of commissions, the dealer manager fee and any discounts, are hereinafter referred to as “Organization and Offering Expenses”; corporate and organizational expenses relating to offerings of shares of Common Stock, subject to limitations included in the Investment Advisor Agreement.

 

During the ninethree months ended September 30,March 31, 2021 and 2020, $70,000 and 2019, $68,798 and $31,925$10,000 was paid to the advisorAdvisor for expense reimbursement, respectively. $68,798 and $31,925 related partyDuring the three months ended March 31, 2021, expense reimbursements are included in professional fees on the face of statements of operations. During the three months ended March 31, 2020, expense reimbursements are included in general and administrative expenses on the face of statements of operations.

 

Note 6.4 - Capital Raising

There were no shares issued during the three months ended March 31, 2021.

 

During the ninethree months ended September 30,March 31, 2020, the Company issued 20,000 shares of its common stock and received gross proceeds of $50,000, at a price of $2.50 per share. There were 10% commission cost and therefore net cash proceeds to the Company were $45,000.

Note 7.5 - Investments 

 

Description of Investments

 

During the ninethree months ended September 30, 2020 and 2019,March 31, 2021, the Company deployed approximately $3,919,000 and $1,900,000 in proceeds from its public offering$1,477,000 in several investments in portfolio companies respectively, which are described below:

 

Portfolio Company Security Type Initial
Close
 Industry Cost basis
at inception ($)
 Carry value
at 12/31/19 ($)
 Carry value
at 9/30/20 ($)
Equity            
Orchestra BioMed, Inc. Preferred Stock Series B 5/10/18  BioMed   1,100,000   1,650,000   1,650,000 
Orchestra BioMed, Inc. Preferred Stock Series B-1 4/3/19  BioMed   900,000   900,000   900,000 
AzurRx BioPharma Inc Common Stock 7/18/19  BioMed   1,000,000   1,040,000   —   
AzurRx BioPharma Inc Warrant 1/9/20  BioMed   169,286   —     97,195 
AzurRx BioPharma Inc Preferred Stock and Warrant Series B 7/16/20  BioMed   523,178   —     523,178 
AzurRx BioPharma Inc Exchange Warrant 7/16/20  BioMed   70,972   —     55,598 
Other Trading Securities Common Stock and Options 1/17/20  BioMed   720,465   —     654,497 
Convertible Note                    
AzurRx BioPharma Inc Convertible Note 1/9/20  BioMed   330,714   —     —   
Naha Health LLC Convertible Note 

5/3/20

 

  BioMed   200,000   —     200,000 
Total         $5,014,615  $3,590,000  $4,080,468 
Portfolio Company Security Type Initial
Close
 Industry Cost basis
at inception ($)
 Carry value
at 12/31/20 ($)
 Carry value
at 3/31/21 ($)
Equity                    
Orchestra BioMed, Inc. Preferred Stock Series B 5/10/18  BioMed  $1,100,000  $473,000  $473,000 
Orchestra BioMed, Inc. Preferred Stock Series B-1 4/3/19  BioMed   900,000   305,000   305,000 
First Wave BioPharma, Inc. Warrant 1/9/20  BioMed   169,000   144,000   —   
First Wave BioPharma, Inc. Warrant Series B 7/16/20  BioMed   523,000   893,000   —   
First Wave BioPharma, Inc. Common stock 2/9/21  BioMed   276,000   —     346,000 
First Wave BioPharma, Inc. Exchange Warrant 7/16/20  BioMed   71,000   82,000   —   
Other Trading Securities Common Stock and Options 1/17/20  Multiple   302,000   276,000   281,000 
Total         $3,341,000  $2,173,000  $1,405,000 

 

Current Status of Investments

 

Orchestra BioMed Inc. (“Orchestra”)

 

On May 10, 2018,December 31, 2020, a non-affiliated specialist revalued the Company purchased its initial investment of 220,000 shares of preferred stock series B of Orchestra at $5.00 per share price. The shares are convertible into common stock at any time on a 1-for-1 exchange, are eligible for a future 2-for -1 exchange pending 100% participation in a follow-on offering, automatically convert into common stock upon a firm commitment underwritten public offering of at least $16,000,000, can vote alongside common holders on an as-converted basis, have registration rights, no redemption right, has piggyback registration right, and do not pay a dividend. Upon any liquidation, dissolution or winding up of the Company, the holders of Series B Preferred shall be entitled to receive,at $473,000, a reduced value of $4.30 per share. The Company has determined that there is no change in preference to the shares of common stock or other junior securitiesfair value of the Company, the stated value of $5.00 per shareshares of Series B Preferred and thereafter shall participate on an as converted basis prorate with the holders of common stock in any further distributions. In March 2019, Orchestra announced 1-for-2 reverse split, as a result, 220,000 shares of the preferred stock we currently hold is convertible into 110,000 shares of common stock.


On April 3, 2019, the Company purchased 60,000 Series B-1 Preferred shares of Orchestra Biomed (OBIO) at $15.00 per share. The shares are convertible into common stock at any time on a 1-for-1 exchange, are eligible for a future 2-for-1 exchange pending 100% participation in a follow-on offering, automatically convert into common stock upon a firm-commitment underwritten public offering of at least $16,000,000, can vote alongside common holders on an as-converted basis, no redemption right, has piggyback registration rights and do not pay a dividend. Upon any liquidation, dissolution or winding-up of the Company, the holders of Series B-1 Preferred shall be entitled to receive, in preference to the shares of common stock or other junior securities of the Company, the stated value of $15.00 per share of Series B-1 Preferred, and thereafter shall participate on an as- converted basis pro-rata with the holders of Common Stock in any further distributions.31, 2021.

 

On April 3, 2019,December 31, 2020, based on a third-party specialist’s valuation report the Company revalued the shares of preferred stock series B it holdsSeries B-1 Preferred at an equivalencea fair value of 110,000 shares of common stock of $15.00 per as-converted basis, and recorded a $550,000 increase in value as gain on asset valuation.

The$305,000. Upon inquiry with Orchestra’s management, the Company has determined that there is no value changes since April 3, 2019 till September 30, 2020.

AzurRx BioPharma Inc.

In July 2019, the Company purchased 1,000,000 shares of common stock of AZURRX Biopharma, Inc. (NASDAQ: AZRX). During the nine months ended September 30, 2020, the Company sold all common shares for $607,161, recorded an unrealized loss of $40,000, and realized a loss of $392,839.

On January 9, 2020 the Company purchased from AZRX a convertible notechange in the amount of $500,000 which is convertible into 515,464 shares of AZRX common stock. The convertible notes mature on September 20, 2020 and accrue interest at a rate of 9% per annum. The $500,000 notional amount of convertible note come with warrants to purchase an additional 257,732 shares of AZRX common stock, equal to 50% of the shares underlying the convertible note. The warrant expiry is December 20, 2024. Each note is convertible, at the option of the holder, into shares of the Company’s common stock at a price of $0.97 per share, and the warrants have an exercise price of $1.07 per share.

The convertible note is classified available for sale according to ASC 320 Investments—Debt and Equity Securities. At the time of purchase, the fair value of the convertible note was determinedshares of Series B-1 Preferred as of March 31, 2021.

First Wave BioPharma Inc. (“First Wave”, formerly AzurRx BioPharma Inc.)

AzurRx BioPharma, Inc. changed its corporate name to be $330,714 using allocationFirst Wave BioPharma, Inc. and changed its ticker symbol to “FWBI” effective September 22, 2021.

In January 2021, an aggregate of proceeds and the beneficial conversion feature were determined to be $231,959, and prior to the exchange, the697,210 shares of First Wave with fair value of $676,000 as of December 31, 2020 were sold for an aggregate amount of $672,000. Realized loss of $4,000 is recognized in the convertible note was determinedunaudited statements of operations.

In February 2021, First Wave Warrants B and Warrants Exchange aggregating to be $500,000 including beneficial conversion of $0. The468,592 common stock warrants with fair value of $571,000 were exercised for 468,592 shares of common stock with $398,000 payment in cash. The common stock was later sold for an aggregate amount of $999,000. Realized gain of $30,000 and unrealized gain of $272,000 is recognized in the unaudited statements of operations.

In February 2021, 257,732 First Wave warrants was determined to be $169,286 using Black-Scholes method on the date of purchase. On September 30, 2020, thewith fair value of $334,000 were exercised for 257,732 shares of common stock with $469,000 payment in cash. Realized loss of $141,000 and unrealized gain of $191,000 is recognized in the note and warrants was $0 and $97,195, respectively. Duringunaudited statements of operations.

As of March 31, 2021, the ninecommon shares’ fair value amounted to $346,000. For the three months ended September 30, 2020,March 31, 2021, the Company recognized an unrealized loss on these securities was $72,091 andamounting to $124,000 from the realized gain was $169,286.

On July 16, 2020, the Company entered into a private placement offering with AZRX whereby the Company exchanged the convertible note with a principal balance of $500,000 and accrued interest of $23,178, into 67.945205 shares of Series B Convertible Preferred Stock, together with a Series B Warrants to purchase 339,726 shares of Common Stock at an exercise price of $0.85 per share with the exercise term of 5 years from issuance date. The Series B Convertible Preferred Stock had a par value $0.0001 per share, and is convertible into 679,452 shares of the Company’s common stock at per share at $0.77 per share. In connection with the Private Placement, the company also received Exchange Warrant to purchase 128,886 shares of Common Stock at an exercise price of $0.85 per share with the exercise term of 5 years from issuance date.

On the date of exchange the fairchange in market value of the 67.945205 shares of Series B Convertible Preferred Stock and Series B Warrants was determined to be $523,178 using fair market value, and the fair value on these as of September 30, 2020 was $523,178. During the nine months ended September 30, 2020, There was no realized gain or loss recorded associated with the exchanged convertible note, and no unrealized gain or loss recorded on these Series B Convertible Preferred Stock and Series B Warrants.

Also, on the date of the exchange the Exchange Warrant was valued at $70,972 using the Black-Scholes method and has been recorded as a realized gain during the quarter ended September 30, 2020, and the fair value was $55,598 as of September 30, 2020. During the nine months ended September 30, 2020, the unrealized loss on these was $15,374.


During the nine months ended September 30, 2020, the Company recorded an aggregate realized gain of $240,258 associated with the note and Exchange Warrants, and recorded a total unrealized loss from these securities in the amount of $87,465. During the nine months ended September 30, 2020, interest income was $23,178.

Naha Health LLC

In May 2020, the Company purchased from Naha Health LLC a convertible promissory note in the amount of $200,000 at a conversion price of $41.67 per Common Membership Interest. The fair value of the conversion feature was not determinable, since Naha Health LLC is a private company. The convertible note matures on the fourth anniversary and accrues interest at a rate of 6% per annum. The note is recorded at cost of $200,000 at purchase date. The Company determined that the fair value of the note did not change from purchase date to September 30, 2020. During the nine months ended September 30, 2020, interest income was $4,932 under this note.

During the nine months ended September 30, 2020, the Company entered into two amendments with Naha Health LLC, in which the Company is planning to fund an additional $200,000 by November 30, 2020.First Wave common shares.

 

Other Trading Securities

 

Investments in other trading securities at fair value consisted of the following at September 30, 2020March 31, 2021 and the unrealized gain and loss during the ninethree months ended September 30, 2020:March 31, 2021:

 

 Cost Unrealized Gain (Loss) Fair Value Cost Unrealized Loss Fair Value
Common stocks $738,861 $(64,363) $674,498  $341,000  $(9,000) $332,000 
Options  (18,397) (1,604 (20,001)  (39,000)  (12,000)  (51,000)
Total other trading securities, at fair value $720,464 $(65,967) $654,497  $302,000  $(21,000) $281,000 

 

The Company realized a net gain of $69,922$136,000 and nil from other trading securities sold during the ninethree months ended September 30,March 31, 2021 and 2020, respectively, which was recorded in net realized gain or loss under other comprehensive income.in the unaudited statements of operations.

 

The table below summarizes the transactions for the three months ended March 31, 2021 and year ended December 31, 2020:

Note 8. Subsequent Events

  March 31, December 31,
  2021 2020
Balances at beginning of year $2,173,000  $3,590,000 
Additions  1,477,000   5,009,000 
Sale of marketable securities  (2,584,000)  (4,752,000)
Change in fair value  339,000   (1,674,000)
Balances at end of year $1,405,000  $2,173,000 

Additions for December 31, 2020 includes $24,000 accrued interest that were converted into investment.

 

Conversion of AzurRx BioPharma Inc. Series B Convertible Preferred StockNote 6 - Subsequent events

Subsequent to the period ended September 30, 2020March 31, 2021, the Company electedentered into a Third Amended Convertible Promissory Note with Naha whereby the Company committed an additional $13,000 in new funds to convert 67.945205Naha, in return Naha agreed to repay the Company a total of $700,000.

Subsequent to the period ended March 31, 2021, the Company purchased 1,200 shares of AZRX Series B ConvertibleDash Therapeutics, Inc. Preferred Stockstock for $50,000 at $41.67 per share.

Subsequent to period ended March 31, 2021, the Company sold the remaining 257,732 common shares held in First Wave for $240,000 at $0.93 per share

Subsequent to period ended March 31, 2021, the Company entered into 679,452a settlement agreement with a third party for $50,000 to resolve a legal matter.

Subsequent to period ended March 31, 2021, the Company is authorized to commence a private placement with targeted offering amount of $5,000,000. As of November 15, 2021, 410,000 shares of AZRX common stock along with additional common shares related to accrued and unpaid dividends earned to and including the dateat $2.50 per share were subscribed for a total amount of conversion.$1,025,000.

 10

 

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

 

The following discussion and analysis of our results of operations and financial condition for the quarters ended September 30,2020 and 2019 should be read in conjunction with our financial statements and therelated notes to thoseand other financial statements that are includedinformation appearing elsewhere in this Quarterly Report. Report on Form 10-Q. Except as otherwise specified, references to “we,” “us,” “our,” or the “Company” refer to StHealth Capital Investment Corp.

Forward-Looking Statements

This discussionquarterly report on Form 10-Q contains forward-looking statements that involve substantial known and unknown risks, uncertainties and other factors. Undue reliance should not be placed on such statements. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about our businesscompany, our current and operations. Ourprospective portfolio investments, our industry, our beliefs and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results mayto differ materially from those expressed or forecasted in the forward-looking statements, including:

·our future operating results;
·our business prospects and the prospects of our portfolio companies;
·changes in political, economic or industry conditions, the interest rate environment or conditions affecting the financial and capital markets, including changes from the impact of the COVID-19 pandemic;
·the ability of StHealth Capital Advisors LLC (our “Investment Advisor”) to locate suitable investments for us and to monitor and administer our investments;
·risk associated with possible disruptions in our operations or the economy generally;
·the timing of cash flows, if any, from the operations of the companies in which we invest;
·risk associated with possible disruptions in our operations or the economy generally;
·the ability of the companies in which we invest to achieve their objectives, including as a result of the current COVID-19 pandemic;
·our ability to continue to effectively manage our business due to the disruptions caused by the current COVID-19 pandemic;
·the dependence of our future success on the general economy and its effect on the industries in which we invest;
·our ability to qualify and maintain our qualification as a BDC and as a regulated investment company (“RIC”) under the Internal Revenue Code of 1986, as amended (the “Code”);
·the adequacy, availability and pricing of our financing sources and working capital;
·actual or potential conflicts of interest with the Investment Advisor and its affiliates;
·our contractual arrangements and relationships with third parties;
·interest rate volatility, loss of key personnel, and the illiquid nature of our investments; and
·the risks, uncertainties and other factors we identify elsewhere in this quarterly report on Form 10-Q.

Although we currently anticipatebelieve that the assumptions on which these forward-looking statements are based are reasonable, any of the assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of many factors, includingthese and other uncertainties, the inclusion of a projection or forward-looking statement in this quarterly report on Form 10-Q should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those we describe under “Risk Factors” anddescribed or identified elsewhere in our Annual Reportthis quarterly report on Form 10-K for10-Q. You should not place undue reliance on these forward-looking statements, which apply only as of the period ended December 31, 2019, as filed withdate of this quarterly report on Form 10-Q. Moreover, we assume no duty and do not undertake to update the SEC on March 30, 2020. See “Special Note Regarding Forward Looking Statements.”forward-looking statements.

Liquidity and Capital Resources

  For the Three Months Ended
March 31,
  2021 2020
     
Net cash from operating activities $732,000  $(1,314,000)
Net cash from investing activities  —     (3,000)
Net cash from financing activities  —     45,000 
Increase (decrease) in Cash during the Period  732,000   (1,272,000)
Cash, Beginning of Period  896,000   2,304,000 
Cash, End of Period $1,628,000  $1,032,000 

Operating Activities

 

ResultsDuring the three months ended March 31, 2021, our cash provided by operations was $732,000 compared to cash used in operation of Operations

Three months Ended September 30, 2020 Compared to Three months Ended September 30, 2019

Interest Income

Our interest income$1,314,000 for the three months ended September 30, 2020 was $4,977, compared to $3,216 forMarch 31, 2020. The cash provided from operations during the three months ended September 30, 2019.March 31, 2021 was due primarily to our cash received from sale of investments being greater than the cash used for the purchase of investments.

 

General and AdministrativeInvesting Activities

 

Our general and administrative expenses forThere are no investing-related activities during the three months ended September 30, 2020 were $59,929, a decrease of $11,542 or 16% as compared to $71,471 for the three months ended September 30, 2019. The decrease in general and administrative expenses was primarily due to decrease in marketing expense.March 31, 2021. During the three months ended September 30, 2020, $25,822 was paid to a related party for administrative costs, compared to $31,925 for the three months ended September 30, 2019 (see note 5).

Management fee – related party

Our related party management fees for the three months ended September 30, 2020 were $21,376, compared to $16,750 for the three months ended September 30, 2019 (see Note 4).

Professional Fees

Our professional fees for the three months ended September 30, 2020 were $254,848, a decrease of $7,519 or 3% as compared to $262,367 for the three months ended September 30, 2019. The decrease in professional fees was primarily due to decrease in audit, investor relations and board member fees.

Net realized and unrealized gain (loss) on investments

Our net realized gain on investment for the three months ended September 30, 2020 was $271,722, compared to $0 for the three months ended September 30, 2019. Please refer to Note 7. Investments, for further detail.

Our net unrealized loss on investment for the three months ended September 30, 2020 was $254,599, compared to loss of $399,618 for the three months ended September 30, 2019. Please refer to Note 7. Investments, for further detail.

Net Decrease in Net Assets Resulting from Operations

As a result of the foregoing, for the three months ended September 30, 2020, we recorded a net decrease in net assets resulting from operations of $314,053 compared to a net decrease in net assets resulting from operations of $746,990 for the three months ended September 30, 2019.

Nine months Ended September 30, 2020 Compared to Nine months Ended September 30, 2019

Interest Income

Our interest income for the nine months ended September 30, 2020 was $34,964, compared to $24,879 for the nine months ended September 30, 2019.


General and Administrative

Our general and administrative expenses for the nine months ended September 30, 2020 were $200,408, an increase of $89,249 or 80% as compared to $111,159 for the nine months ended September 30, 2019. An increase in general and administrative expenses was primarily due to increase in rent expense. During the nine months ended September 30, 2020, $68,798 was paid to a related party for outside service fees, compared to $31,925 for the nine months ended September 30, 2019 (see Note 5).

Management fee – related party

Our related party management fees for the nine months ended September 30, 2020 were $59,320, compared to $37,000 for the nine months ended September 30, 2019 (see Note 4).

Professional Fees

Our professional fees for the nine months ended September 30, 2020 were $678,382, an increase of $212,490 or 46% as compared to $465,892 for the nine months ended September 30, 2019. An increase in professional fees was primarily due to increase in legal, accounting and outside services fees.

Net realized and unrealized gain (loss) on investments

Our net realized loss on investment for the nine months ended September 30, 2020 was $82,659, compared to $0 for the nine months ended September 30, 2019 (see note 7).

Our net unrealized loss on investment for the nine months ended September 30, 2020 was $193,432, compared to gain of $262,565 for the nine months ended September 30, 2019 (see note 7).

.

Net Decrease in Net Assets Resulting from Operations

As a result of the foregoing, for the nine months ended September 30, 2020, we recorded a net decrease in net assets resulting from operations of $1,179,237 compared to a net decrease in net assets resulting from operations of $326,607 for the nine months ended September 30, 2019.

Liquidity and Capital Resources

Operating Activities

During the nine months ended September 30, 2020, we used $1,679,484 of cash in operating activities primarily as a result of our net decrease in net assets resulting from operations of $1,179,237, loss on investments of $276,091, depreciation of $10,278 and net changes in operating assets and liabilities of $(786,616), including $3,918,535 paid for investments and proceeds from sale of investment of $3,175,154.

During the nine months ended September 30, 2019, we used $2,431,642 of cash in operating activities primarily as a result of our net decrease in net assets resulting from operations of $326,607, gain on investments of $262,183 and net changes in operating assets and liabilities of $(1,844,202), including $1,900,000 paid for investments and $250,000 in proceeds from sale of investments.

Investing Activities

During the nine months ended September 30,March 31, 2020, the Company used $3,779 in investing activities$3,000 for purchase of fixed assets.

 

During the nine months ended September 30, 2020, the Company used $38,594 in investing activities for purchase of fixed assets.Financing Activities

 

Financing Activities

There are no financing-related activities during the three months ended March 31, 2021. During the ninethree months ended September 30,March 31, 2020, financing activities provided $45,000 in proceeds from issuance of common stock.

 

During the nine months ended September 30, 2019, financing activities provided $5,070,730 in proceeds from issuanceResults of common stock.


Going ConcernOperations

 

ForThree months Ended March 31, 2021 Compared to Three months Ended March 31, 2020

  Three Months Ended
March 31,
 2021 vs 2020 Change
  2021 2020 $ %
Investment Income                
Interest income $—    $16,000  $(16,000)  (100)%
                 
Operating expenses                
Professional fees  257,000   176,000   81,000   46%
Management fee – related party  11,000   20,000   (9,000)  (45)%
General and administrative  78,000   66,000   12,000   18%
Total operating expenses  346,000   262,000   84,000     
                 
Net investment loss  (346,000)  (246,000)  (100,000)    
                 
Realized and unrealized gain (loss) on investments                
Net realized loss on investments  21,000   —     21,000   100%
Net unrealized gain on investments  318,000   (646,000)  964,000   (149)%
Total net realized and unrealized gain (loss) on investments  339,000   (646,000)  985,000     
                 
Net increase (decrease) in net assets resulting from operations $(7,000) $(892,000) $(885,000)    
                 

Interest Income

Our interest income for the ninethree months ended September 30, 2020,March 31, 2021 was nil, compared to $16,000 for the three months ended March 31, 2020. During the three months ended March 31, 2021, the Company had no interest income producing investments.

Professional Fees

Our professional fee for the three months ended March 31, 2021 was $257,000, an increase of $81,000 or 46% as compared to $176,000 for the three months ended March 31, 2020. The increase in professional fees was primarily due to the increase in due diligence requirements needed for the Company’s compliance obligations to evaluate an increased number of investment opportunities.

Management fee – related party

Our related party management fee for the three months ended March 31, 2021 was $11,000, compared to $20,000 for the three months ended March 31, 2020. Management fee is calculated at an annual rate of 2% of the Company’s total investment plus an annual rate of 20% of the realized gains as of the reporting period. During the quarter ended March 31, 2021, the Company sold of investments which resulted to the decrease in the total investment on which management fees are calculated.

General and Administrative

Our general and administrative expense for the three months ended March 31, 2021 was $78,000, an increase of $12,000 or 18% as compared to $66,000 for the three months ended March 31, 2020. During the period ended March 31, 2021, the Company incurred expenses to set up an audio-visual conference system and improve the current IT system integration, email management and data room set up.

Net realized gain (loss) on investments

During the three months ended March 31, 2021, we realized $21,000 from the sale of investments in various portfolios. There were no sales transaction during the three months ended March 31, 2020.

Net unrealized gain (loss) on investments

Our net unrealized gain on investment for the three months ended March 31, 2021 was $318,000, compared to loss of $646,000 for the three months ended March 31, 2020. The overall increase in the investment valuation is due to the appreciation in the fair market value of the securities.

Net Decrease in Net Assets Resulting from Operations

As a result of the foregoing, for the three months ended March 31, 2021, we recorded a net decrease in net assets resulting from operations of $1,179,237$7,000 compared to a net decrease in net assets resulting from operations of $892,000 for the three months ended March 31, 2020.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, gains and losses. Changes in the economic environment, financial markets, credit worthiness of portfolio companies and any other parameters used in determining such estimates could cause actual results to differ materially. In addition to the discussion below, our critical accounting policies are further described in the notes to the financial statements.

F-16

Fair Value Measurements

The Company follows guidance in ASC 820, Fair Value Measurement (“ASC 820”), where fair value is defined as the price that would be received to sell an accumulated deficitasset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are determined within a framework that establishes a three-tier hierarchy which maximizes the use of $8,345,562. These circumstances raise substantial doubtobservable market data and minimizes the use of unobservable inputs to establish a classification of fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk, such as the risk inherent in a particular valuation technique used to measure fair value using a pricing model and/or the risk inherent in the inputs for the valuation technique. Inputs may be observable or unobservable. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability based on the information available. The inputs or methodology used for valuing assets or liabilities may not be an indication of the risks associated with investing in those assets or liabilities.

ASC 820 classifies the inputs used to measure these fair values into the following hierarchy:

·Level 1: Quoted prices in active markets for identical assets or liabilities, accessible by us at the measurement date.
·Level 2: Quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active, or other observable inputs other than quoted prices.
·Level 3: Unobservable inputs for the asset or liability.

In all cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each investment. The level assigned to the investment valuations may not be indicative of the risk or liquidity associated with investing in such investments. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may differ materially from the values that would be received upon an actual disposition of such investments.

As of March 31, 2021, $627,000 or 45% of the Company’s investments were classified as Level 1, and $778,000 or 55% of the Company’s investments were classified as Level 3.

Investment Valuation Process

The Company determines the net asset value of the investment portfolio each quarter. The Board of Directors will establish a valuation committee to assist it in establishing guidelines and making recommendations to the Board of Directors regarding the valuation of the investments. The valuation committee will be comprised of all of the Company’s independent directors and certain of the Advisor’s investment professionals.

Securities that are publicly-traded will be valued at the reported closing price on the valuation date. Securities that are not publicly-traded will be valued at fair value as determined in good faith by the Board of Directors. In connection with that determination, the Company expects that the Advisor will provide the Board of Directors with portfolio company valuations which will be based on relevant inputs, including, but not limited to, indicative dealer quotes, values of like securities, recent portfolio company financial statements and forecasts, and valuations prepared by third-party valuation services.

F-17

With respect to investments for which market quotations are not readily available, the Company intends to undertake a multi-step valuation process each quarter, as described below:

the Company’s quarterly valuation process will begin with the Advisor’s management team providing a preliminary valuation of each portfolio company or investment to the Company’s valuation committee, which valuation may be obtained from an independent valuation firm, if applicable;
preliminary valuation conclusions will then be documented and discussed with the valuation committee;
the valuation committee will review the preliminary valuation and the Advisor’s management team, together with the Company’s independent valuation firm, if applicable, will respond and supplement the preliminary valuation to reflect any comments provided by the valuation committee; and
the Board of Directors will discuss valuations and determine the fair value of each investment in the portfolio in good faith based on various statistical and other factors, including the input and recommendation of the Advisor, the valuation committee and any third-party valuation firm, if applicable.

Determination of fair value involves subjective judgments and estimates. Accordingly, the notes to the Company’s financial statements will refer to the uncertainty with respect to the possible effect of such valuations and any change in such valuations on the Company’s financial statements. Below is a description of factors that the Board of Directors may consider when valuing the debt and equity investments.

Valuation of fixed income investments, such as loans and debt securities, depends upon a number of factors, including prevailing interest rates for like securities, expected volatility in future interest rates, call features, put features and other relevant terms of the debt. For investments without readily available market prices, the Company may incorporate these factors into discounted cash flow models to arrive at fair value. Other factors that the Board of Directors may consider include the borrower’s ability to continueadequately service its debt, the fair market value of the portfolio company in relation to the face amount of its outstanding debt and the quality of collateral securing the Company’s debt investments.  

For convertible debt securities, fair value will generally approximate the fair value of the debt plus the fair value of an option to purchase the underlying security (the security into which the debt may convert) at the conversion price. To value such an option, a standard option pricing model may be used.

The equity interests in portfolio companies for which there is no liquid public market will be valued at fair value. The Board of Directors, in its analysis of fair value, may consider various factors, such as multiples of EBITDA, cash flows, net income, revenues or, in limited instances, book value or liquidation value. All of these factors may be subject to adjustments based upon the particular circumstances of a going concern. Currently,portfolio company or actual investment position. For example, adjustments to EBITDA may take into account compensation to previous owners or acquisition, recapitalization, restructuring or other related items.

The Board of Directors may also look to private merger and acquisition statistics, public trading multiples discounted for illiquidity and other factors, valuations implied by third-party investments in the portfolio companies or industry practices in determining fair value. The Board of Directors may also consider the size and scope of a portfolio company and its specific strengths and weaknesses, as well as any other factors it deems relevant in assessing the value. Generally, the value of the equity interests in public companies for which market quotations are readily available will be based upon the most recent closing public market price. Portfolio securities that carry certain restrictions on sale will typically be valued at a discount from the public market value of the security.

If the Company has launchedreceives warrants or other equity-linked securities at nominal or no additional cost in connection with an investment in a capital raising program leddebt security, the Board of Directors will allocate the cost basis in the investment between the debt securities and any such warrants or other equity-linked securities received at the time of origination. The Board of Directors will subsequently value these warrants or other equity-linked securities received at fair value.

The fair values of the investments will be determined in good faith by a Broker Dealer actingthe Board of Directors in consultation with management. The Board of Directors will be solely responsible for the valuation of the portfolio investments at fair value as determined in good faith pursuant to the Dealer ManagerCompany’s valuation policy and arranging a syndicateconsistently applied valuation process. The Company intends to value all of several additional Broker Dealers who will also sell our securities. During the nine months ended September 30, 2020,Level 2 and Level 3 assets by using the Company issued 20,000 sharesmidpoint of its common stockthe prevailing bid and received gross proceedsask prices from dealers on the date of $50,000, at a price of $2.50 per share. There were 10% commission costthe relevant period end provided by independent third-party pricing services and therefore net proceeds in cash were $45,000. The accompanying financial statements do not include any adjustments that might be necessary ifscreened for validity by such services. For investments for which the Companythird-party pricing service is unable to continueobtain quoted prices, the Company intends to obtain bid and ask prices directly from dealers who make a market in such investments. To the extent that the Company holds investments for which no active secondary market exists and, therefore, no bid and ask prices can be readily obtained, the Company’s valuation committee intends to utilize an independent third-party valuation service to value such investments.

F-18

The Company will periodically benchmark the bid and ask prices it receive from the third-party pricing services and/or dealers, as applicable, and valuations received from the third-party valuation service against the actual prices at which the Company purchases and sell the investments. The Company believes that these prices will be reliable indicators of fair value. The Company’s valuation committee and Board of Directors will review and approve the valuation determinations made with respect to these investments in a going concern.manner consistent with the Company’s valuation process.

 

Off-Balance Sheet TransactionsArrangements

 

At September 30, 2020,Other than contractual commitments and other legal contingencies incurred in the Company didnormal course of our business, we do not have any transactions, obligations or relationships that could be considered off-balance sheet arrangements.financings or liabilities.

 

Item 3.                Quantitative and Qualitative Disclosure About Market Risk

 

AsWe are subject to financial market risks, including changes in interest rates and the valuations of our investment portfolio. Uncertainty with respect to the economic effects of the COVID-19 pandemic has introduced significant volatility in the financial markets, and the effects of this volatility could materially impact our market risks, including those listed below.

Investment valuation risk

Because there is not a smaller reporting company,readily available market value for some of the investments in our portfolio, we value those portfolio investments at fair value as determined in good faith by our board of directors based on, among other things, the input of our management and audit committee and independent valuation firms that have been engaged at the direction of the management of our invested companies to assist in the valuation a portfolio investment without a readily available market quotation. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may fluctuate from period to period. Additionally, the fair value of our investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that we may ultimately realize. Further, such investments are notgenerally subject to legal and other restrictions on resale or otherwise are less liquid than publicly traded securities. If we were required to provideliquidate a portfolio investment in a forced or liquidation sale, we could realize significantly less than the information requiredvalue at which we have recorded it. In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the unrealized gains or losses reflected in the valuations currently assigned.

Interest Rate Risk

Interest rate sensitivity refers to the change in our earnings that may result from changes in the level of interest rates. Because we do not fund any of our investments with borrowings, our net investment income is not affected by this Item 3.the difference between the rate at which we invest and the rate at which we borrow. If we do borrow money to support our investments, we intend to regularly measure our exposure to interest rate risk, and would determine whether or not any hedging transactions are necessary to mitigate exposure to changes in interest rates.

Item 4.                Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

AsWe maintain “disclosure controls and procedures” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934. In designing and evaluating our disclosure controls and procedures, our management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Based on their evaluation as of the end of the period covered by this report, management performed, with the participation of our principal executiveChief Executive Officer and principal financial officers, an evaluation of the effectiveness ofour Chief Financial Officer have concluded that our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Our disclosure controls and procedures are designedwere not effective to ensure that the information relating to our Company, required to be disclosed in theour SEC reports we file or submit under the Exchange Act(i) is recorded, processed, summarized and reported within the time periods specified in the SEC’sSEC rules and forms, and that such information(ii) is accumulated and communicated to our management, including our principal executive officer and principal financial officer,Chief Executive Officer, to allow timely decisions regarding required disclosures. Based on the evaluation, our principal executive and principal financial officers concluded that,disclosure as a result of September 30, 2020, our disclosure controls and procedures were not effective due to acontinuing material weaknessweaknesses in internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our 10-Q or interim financial statements will not be prevented or detected on a timely basis. We identified the following material weakness as of September 30, 2020: insufficient personnel resources within the accounting function to segregate the duties over financial transaction processing and reporting.

To remediate our internal control weakness, management intends to implement the following measures:

Add sufficient accounting personnel to properly segregate duties and to effect a timely, accurate preparation of the financial statements.

Develop and maintain adequate written accounting policies and procedures.

The additional hiring is contingent upon our efforts to obtain additional funding and the results of our operations. Management expects to secure funds in the coming fiscal year but provides no assurances that it will be able to do so.

Changes in Internal Control over Financial Reporting

There were no changes to our internal control over financial reporting identified in our Annual Report on Form 10-K for the year ended December 31, 2020.

We continue to work toward full remediation of these material weaknesses. We expect that the remediation of these material weaknesses in our internal control over financial reporting will remediate the weakness in our disclosure controls and procedures.

Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) or in other factors15d-15(f) promulgated under the Exchange Act) that could affect these controlsoccurred during the nine monthsthree-month period ended September 30, 2020March 31, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. However, our management is currently seeking to improve our controls and procedures in an effort to remediate the deficiency described above. 

  

 

PART II—OTHER INFORMATION

 13

 

PART II – OTHER INFORMATION

Item 1.  Legal Proceedings

Item 1.Legal Proceedings

 

We are not currently asubject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us. From time to time, we may be party to any pendingcertain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. While the outcome of any legal proceedings cannot be predicted with certainty, we do not expect that we believethese proceedings will have a material adverse effect onupon our businessfinancial condition or financial condition. We may, however, be subject to various claims and legal actions arising in the ordinary courseresults of business from time to time.operations.

Item 1A.Risk Factors

 

Item 1A.  Risk Factors

In addition toThere have been no material changes from the other informationrisk factors set forth in this report, you should carefully consider the factors discussed under “Risk Factors” in our Annual Report on Form 10-K for the periodyear ended December 31, 2019, as filed with the Securities and Exchange Commission on March 30, 2020. These factors could materially adversely affect our business, financial condition, liquidity, results of operations and capital position, and could cause our actual results to differ materially from our historical results or the results contemplated by any forward-looking statements contained in this report.

 

Item 2. Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

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

 

Not applicable. There has been no sale of unregistered equity securities during the three months ended March 31, 2021.

Item 3. Defaults Upon Senior Securities

Item 3.Defaults Upon Senior Securities

 

Not applicable.

Item 4. Mine Safety Disclosures

Item 4.Mine Safety Disclosures

 

Not applicable.

Item 5. Other Information

Item 5.Other Information

 

None. 

Item 6.Exhibits

SIGNATURES

  

Item 6. ExhibitsPursuant 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 on November 19, 2021.

STHEALTH CAPITAL INVESTMENT CORP.
By:/s/Derek Taller

Derek Taller
Chief Executive Officer and

Acting Chief Financial Officer

 

Exhibit
Number
 Description
31.1 Certification of Periodic Report by Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14a and pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
31.2 Certification of Periodic Report by Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14a and pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
32.1 Certification of Periodic Report by Chief Executive Officer pursuant to U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)
32.2 Certification of Periodic Report by Chief Financial Officer pursuant to U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)

 14

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

 STHEALTH CAPITAL INVESTMENT CORP.
Date: November 16, 2020
By:/s/ Derek Taller

Derek Taller
Chief Executive Officer

(Principal Executive Officer)

Date: November 16, 2020
By:/s/ Frederick Alger Boyer, Jr.

Frederick Alger Boyer, Jr.

Chief Financial Officer

(Principal Accounting and Financial Officer)

 15