Overview
- TickerNSLR on Nasdaq1
- HeadquartersNew York, New York1
- Incorporated inMD2
- Business address640 Fifth Avenue, 12Th Floor, New York, Ny 100192
- Filer categoryNon-accelerated filer2
- Legal formCorporation
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Company’s Limited Partner Fund Investment in True Global Ventures 4 Plus Pte Ltd.3 From its latest annual report
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 (annual) or 12 quarters (quarterly), latest first.7
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|
| Total Investment Income | $1.7M | $4.7M | $6.6M |
| Compensation expense | $8.8M | $9.2M | $9.5M |
| Directors fees | $789.4K | $682.3K | $645.5K |
| Interest expense | $5.1M | $4.8M | $4.9M |
| Professional fees | $2.2M | $2.3M | $2.6M |
| Income tax expense | -$190.8K | $88.7K | $624.0K |
| Other expenses | $1.4M | $1.6M | $1.8M |
| Total Operating Expenses | $18.2M | $18.6M | $20.0M |
| Net Investment Loss | -$16.5M | -$14.0M | -$13.4M |
| Net Realized Gain/(Loss) on Investments | $33.2M | -$5.0M | -$11.9M |
| Realized loss on partial repurchase of 6.00% Notes due December 30, 2026 | -$21.2K | -$183.7K | |
| Net Change in Unrealized Appreciation/(Depreciation) of Investments | $32.1M | -$19.0M | $30.5M |
| Net Change in Net Assets Resulting from Operations | $48.8M | -$38.1M | $5.1M |
| Basic | $2.01 | -$1.60 | $0.19 |
| Diluted | $1.78 | -$1.60 | $0.19 |
| Basic | 24.2M shares | 23.9M shares | 26.2M shares |
| Diluted | 28.8M shares | 23.9M shares | 26.2M shares |
| Weighted average common shares outstanding for diluted, excluded | 3.9M shares |
| Period ending | 2025-12-31 | 2025-09-30 | 2025-06-30 | 2025-03-31 | 2024-12-31 | 2024-09-30 | 2024-06-30 | 2024-03-31 | 2023-12-31 | 2023-09-30 | 2023-06-30 | 2023-03-31 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total Operating Expenses | $6.2M | $3.9M | $3.9M | $4.2M | $5.1M | $4.1M | $4.7M | $4.8M | $5.2M | $4.1M | $5.2M | $5.5M |
| Net Investment Loss | -$5.7M | -$3.5M | -$3.7M | -$3.7M | -$3.9M | -$3.2M | -$3.7M | -$3.2M | -$2.7M | -$2.7M | -$3.8M | -$4.2M |
| Net Realized Gain/(Loss) on Investments | $6.8M | $5.2M | $21.2M | -$18.0K | $9.1M | -$13.7M | -$29.6K | -$424.1K | $2.6M | -$1.5M | -$13.3M | $189.3K |
| Net Change in Unrealized Appreciation/(Depreciation) of Investments | -$21.3M | $5.7M | $44.8M | $2.9M | -$5.2M | $11.6M | -$7.0M | -$18.4M | -$9.0M | $29.3M | $1.5M | $8.6M |
| Net Change in Net Assets Resulting from Operations | -$20.1M | $7.4M | $62.3M | -$806.7K | $44.5K | -$5.5M | -$10.7M | -$22.1M | -$9.1M | $25.2M | -$15.6M | $4.6M |
| Basic | -$0.80 | $0.30 | $2.63 | -$0.03 | -$0.23 | -$0.45 | -$0.87 | -$0.36 | $0.99 | -$0.60 | $0.16 | |
| Diluted | -$0.80 | $0.28 | $2.23 | -$0.03 | -$0.23 | -$0.45 | -$0.87 | -$0.36 | $0.99 | -$0.60 | $0.16 | |
| Basic | 25.2M shares | 24.4M shares | 23.7M shares | 23.6M shares | 23.4M shares | 23.4M shares | 23.4M shares | 25.4M shares | 25.3M shares | 25.4M shares | 26.0M shares | 28.4M shares |
| Diluted | 25.2M shares | 29.0M shares | 28.2M shares | 23.6M shares | 23.4M shares | 23.4M shares | 23.4M shares | 25.4M shares | 25.3M shares | 25.4M shares | 26.0M shares | 28.4M shares |
Every line of the balance sheet as filed: the last 5 fiscal years (annual) or 6 quarters (quarterly), latest first.7
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 | 2022-12-31 | 2021-12-31 |
|---|---|---|---|---|---|
| Total Investments (cost of $240,825,785 and $256,809,654, respectively) | $225.5M | $209.4M | |||
| Cash | $49.0M | $20.0M | |||
| Restricted cash | $38.7K | ||||
| Escrow proceeds receivable | $45.3K | ||||
| Interest and dividends receivable | $118.7K | $756.0K | |||
| Deferred financing costs | $508.3K | $526.3K | |||
| Prepaid expenses and other assets | $807.3K | $855.6K | |||
| Total Assets | $276.0M | $231.6M | |||
| 6.00% Notes due December 30, 2026 | $35.6M | $44.2M | |||
| 6.50% Convertible Notes due August 14, 2029 | $34.1M | $29.1M | |||
| Accounts payable and accrued expenses | $627.5K | $768.4K | |||
| Dividends payable | $301.3K | $8.9K | |||
| Total Liabilities | $70.7M | $74.0M | |||
| Net Assets | $205.3M | $157.6M | $203.4M | $210.0M | $364.8M |
| Common stock, par value $0.01 per share (100,000,000 authorized; 25,377,756 and 23,601,566 issued and outstanding, respectively) | $253.8K | $236.0K | |||
| Paid-in capital in excess of par | $217.5M | $226.6M | |||
| Accumulated net investment loss | -$4.0M | -$4.3M | |||
| Accumulated net realized gain/(loss) on investments, net of distributions | $6.9M | -$17.4M | |||
| Accumulated net unrealized appreciation/(depreciation) of investments | -$15.3M | -$47.5M | |||
| Net Assets | $205.3M | $157.6M | |||
| Net Asset Value Per Share | $8.09 | $6.68 | $7.99 | $7.39 | $11.72 |
| Common stock, par value | $0.01 | $0.01 | |||
| Common stock, shares authorized | 100.0M shares | 100.0M shares | |||
| Common stock, shares issued | 25.4M shares | 23.6M shares | |||
| Common stock, shares outstanding | 25.4M shares | 23.6M shares | |||
| Debt instrument interest rate | 0 pure | 0 pure | |||
| Debt instrument effective interest rate | 0 pure | 0 pure | |||
| Debt instrument face amount | $35.8M | $44.7M |
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 | 2022-12-31 | 2021-12-31 | 2020-12-31 |
|---|---|---|---|---|---|---|
| Total Investments (cost of $240,825,785 and $256,809,654, respectively) | $225.5M | $209.4M | ||||
| Cash | $49.0M | $20.0M | ||||
| Restricted cash | $38.7K | |||||
| Escrow proceeds receivable | $45.3K | |||||
| Interest and dividends receivable | $118.7K | $756.0K | ||||
| Deferred financing costs | $508.3K | $526.3K | ||||
| Prepaid expenses and other assets | $807.3K | $855.6K | ||||
| Total Assets | $276.0M | $231.6M | ||||
| 6.00% Notes due December 30, 2026 | $35.6M | $44.2M | ||||
| 6.50% Convertible Notes due August 14, 2029 | $34.1M | $29.1M | ||||
| Accounts payable and accrued expenses | $627.5K | $768.4K | ||||
| Dividends payable | $301.3K | $8.9K | ||||
| Total Liabilities | $70.7M | $74.0M | ||||
| Net Assets | $205.3M | $157.6M | $203.4M | $210.0M | $364.8M | |
| Common stock, par value $0.01 per share (100,000,000 authorized; 25,377,756 and 23,601,566 issued and outstanding, respectively) | $253.8K | $236.0K | ||||
| Paid-in capital in excess of par | $217.5M | $226.6M | ||||
| Accumulated net investment loss | -$4.0M | -$4.3M | ||||
| Accumulated net realized gain/(loss) on investments, net of distributions | $6.9M | -$17.4M | ||||
| Accumulated net unrealized appreciation/(depreciation) of investments | -$15.3M | -$47.5M | ||||
| Net Assets | $205.3M | $157.6M | ||||
| Net Asset Value Per Share | $8.09 | $6.68 | $7.99 | $7.39 | $11.72 | $15.14 |
| Common stock, par value | $0.01 | $0.01 | ||||
| Common stock, shares authorized | 100.0M shares | 100.0M shares | ||||
| Common stock, shares issued | 25.4M shares | 23.6M shares | ||||
| Common stock, shares outstanding | 25.4M shares | 23.6M shares | ||||
| Debt instrument interest rate | 0 pure | 0 pure | ||||
| Debt instrument effective interest rate | 0 pure | 0 pure | ||||
| Debt instrument face amount | $35.8M | $44.7M |
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.7
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|
| Net change in net assets resulting from operations | $48.8M | -$38.1M | $5.1M |
| Net realized (gain)/loss on investments | -$33.2M | $5.0M | $11.9M |
| Net change in unrealized (appreciation)/depreciation of investments | -$32.1M | $19.0M | -$30.5M |
| Stock-based compensation | $569.7K | $1.7M | $2.4M |
| Amortization of discount on 6.00% Notes due 2026 | $244.0K | $469.0K | $319.1K |
| Amortization of discount on 6.50% Convertible Notes due 2029 | $238.3K | $73.2K | |
| Adjustments to escrow proceeds receivable | -$45.3K | -$331.8K | $117.1K |
| Accrued interest on U.S. Treasury bills | $18.1K | $13.0K | |
| Portfolio investments | -$12.1M | -$75.1M | -$24.5M |
| U.S. Treasury bills | -$253.6M | ||
| Portfolio investments | $61.3M | $26.1M | $16.0M |
| U.S. Treasury bills | $63.8M | $274.8M | |
| Accounts payable and accrued expenses | -$140.9K | $422.1K | -$362.5K |
| Interest and dividends receivable | $637.3K | -$623.4K | $6.2K |
| Escrow proceeds receivable | $45.3K | $264.0K | $319.0K |
| Prepaid expenses and other assets | $48.3K | -$361.0K | $232.4K |
| Net Cash Provided by Operating Activities | $34.3M | $2.4M | $2.4M |
| Proceeds from the issuance of common stock, net | $10.6M | ||
| Gross proceeds from the issuance of 6.50% Convertible Notes due 2029 | $5.0M | $30.0M | |
| Deferred debt issuance costs | -$158.2K | -$1.0M | |
| Repurchases of 6.00% Notes due 2026 | -$8.8M | -$30.1M | |
| Realized loss on partial repurchase of 6.00% Notes due 2026 | $21.2K | $183.7K | |
| Repurchases of common stock | -$9.4M | -$14.2M | |
| Deferred financing costs | -$30.2K | -$53.7K | |
| Cash dividends paid | -$12.0M | -$143.7K | -$143.7K |
| Net Cash Used in Financing Activities | -$5.3M | -$10.5M | -$14.3M |
| Total Increase/(Decrease) in Cash Balance | $29.0M | -$8.1M | -$11.9M |
| Interest paid | $4.6M | $4.4M | $4.5M |
| Taxes paid | -$190.8K | $88.7K | $533.9K |
| Right of use asset obtained in exchange for operating lease liabilities | -$2.0K | $466.0K |
No quarter-by-quarter statement was filed.
Corporate structure
Neostellar Capital Corp. 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 Neostellar Capital Corp.
- GAMCO Investors Filed SCHEDULE 13D/A on Neostellar Capital Corp., latest Sep 16, 2026 (5 filings since Oct 8, 2024)
- Thomas J. Herzfeld Advisors, Inc. Filed SCHEDULE 13G/A on Neostellar Capital Corp., latest Jul 16, 2025 (3 filings since Jan 21, 2025)
- Mark D. Klein Filed SC 13D on Neostellar Capital Corp., latest Dec 4, 2024
- CITADEL ADVISORS LLC Filed SC 13G/A on Neostellar Capital Corp., latest Feb 14, 2022
- Robert S. Birch Filed SC 13G/A on Neostellar Capital Corp., latest Feb 14, 2022
- Neostellar Capital Corp. 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 Neostellar Capital Corp. 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.
Property and equipment
| Item | Latest | A year before | Change |
|---|---|---|---|
| Operating-lease assets (leased space) | $327.9K7 Dec 31, 2025 | $446.3K7 Dec 31, 2024 | −26.5% |
Properties, in its own words
We do not own any real estate or other physical properties materially important to our operations. Our principal executive office and headquarters is located at 640 Fifth Avenue, 12th Floor, New York, NY 10019 and we maintain an additional office at One Sansome Street, Suite 730, San Francisco, CA 94104. We are party to office leases pursuant to which we are leasing office facilities from third parties. We believe our office facilities are suitable and adequate for our business as it is presently conducted.
Item 2 of the 10-K filed Mar 11, 2026.3
Leadership
Who has led Neostellar Capital Corp., and when. Pick a name to see everywhere that person has worked.
Chief executive
Chair
Chief financial officer
Chief operating officer
- Chief executive officerMichael T. Moe Apr 28, 2011 to Dec 22, 201610
- ChairMichael T. Moe Sep 21, 2017 to Nov 22, 201711
- PresidentMark W. Flynn Mar 28, 2016 to Mar 28, 201612
- PresidentMichael T. Moe Apr 28, 2011 to Nov 15, 201310
- Chief financial officerAllison Green Jul 19, 2019 to Jul 19, 201913
- Chief financial officerWilliam F. Tanona Jun 27, 2014 to Nov 13, 201414
- Chief financial officerStephen D. Bard Apr 28, 2011 to May 4, 201115
- Chief operating officerPaul Lapping Apr 28, 2011 to May 4, 201116
Board members and other officers (17)
- Chief Compliance OfficerJames Robert Nash Mar 25, 2026 to now17
- OfficerAllison Green Jun 1, 2018 to now18
- Chief Compliance OfficerCarl M. Rizzo Jun 27, 2014 to Jun 27, 201419
- Executive Vice PresidentDavid Crowder V. Oct 5, 2012 to Nov 19, 201320
- Vice PresidentLuben Pampoulov Apr 28, 2011 to Apr 28, 201121
- Board memberErik A. Falk Jul 22, 2026 to now22
- Board memberRichard C. Szuch Jul 10, 2025 to now23
- Board memberLisa Westley Jul 24, 2019 to now24
- Board memberMarc Mazur Mar 20, 2017 to now25
- Board memberDavid S. Pottruck May 31, 2017 to May 14, 201826
- Board memberRonald M. Lott Feb 19, 2015 to now27
- Board memberBradford C. Koenig Feb 23, 2015 to Feb 23, 201528
- Board memberCathy Friedman Mar 18, 2013 to Mar 18, 201329
- Board memberLeonard Potter Apr 28, 2011 to now30
- Board memberMark W. Flynn Apr 28, 2011 to Mar 28, 201631
- Board memberMichael T. Moe Apr 28, 2011 to Jun 19, 201810
- Board memberR. David Spreng Apr 28, 2011 to May 4, 201132
Named in SEC Form D filings
People the company listed in its private-offering notices.
- Executive Officer, DirectorMark Klein named Oct 10, 202433
Former names
Timeline
- Oct 5, 20268-K Results of operations; Other events34
- Aug 5, 20268-K Results of operations35
- Jul 21, 20268-K Entered a material agreement; New debt or obligation; Executive or director change36
- Jul 8, 20268-K Results of operations; Other events37
- Jun 26, 20268-K Bylaws or fiscal year changed38
- Jun 12, 20268-K Shareholder vote39
- May 5, 20268-K Results of operations40
- Apr 7, 20268-K Results of operations; Other events41
- Mar 10, 20268-K Results of operations42
- Jan 12, 20268-K Results of operations; Other events43
- Nov 4, 20258-K Results of operations44
- Oct 9, 20258-K Results of operations; Other events45
- Apr 28, 2011New chief executive Michael T. Moe becomes CEO10
Calendar
Coming up
- Nov 3, 2026Reports results for the quarter ending Sep/202646
When it reported results
- Oct 5, 2026Reported quarterly or annual results34
- Aug 5, 2026Reported quarterly or annual results35
- Jul 8, 2026Reported quarterly or annual results37
- May 5, 2026Reported quarterly or annual results40
- Apr 7, 2026Reported quarterly or annual results41
- Mar 10, 2026Reported quarterly or annual results42
- Jan 12, 2026Reported quarterly or annual results43
- Nov 4, 2025Reported quarterly or annual results44
Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar
Filings
238 filings to the SEC since October 2021: 7 annual reports, 15 quarterly reports, 65 major events, 85 insider forms, 11 large holders, 2 private raises, 53 other. The latest 20:
- Oct 5, 20268-K EDGAR
- Oct 2, 202640-APP/A EDGAR
- Sep 30, 2026EFFECT EDGAR
- Sep 24, 2026N-2/A EDGAR
- Sep 23, 202610-K/A EDGAR
- Sep 22, 20264 EDGAR
- Sep 16, 2026SCHEDULE 13D/A EDGAR
- Sep 4, 20264 EDGAR
- Sep 3, 2026144 EDGAR
- Sep 2, 202640-17G EDGAR
- Aug 26, 20264 EDGAR
- Aug 14, 2026S-8 POS EDGAR
- Aug 10, 20264 EDGAR
- Aug 6, 202610-Q EDGAR
- Aug 5, 20268-K EDGAR
- Aug 3, 202640-APP EDGAR
- Jul 31, 2026N-2 EDGAR
- Jul 22, 20263 EDGAR
- Jul 21, 20268-K EDGAR
- Jul 8, 20268-K EDGAR
The 238 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: 34 buys and 8 sales. Grants, option exercises and gifts are left out.
| Date | Who | Trade | Shares | Price | Value | Filing |
|---|---|---|---|---|---|---|
| Sep 21, 2026 | Klein Mark DChairman, CEO and President | Buy | 5,000 | $7.91 | $39.5K | Form 4 |
| Sep 3, 2026 | LOTT RONALD M.Director | Sale | 5,085 | $9.96 | $50.6K | Form 4 |
| Aug 26, 2026 | Falk Erik ADirector | Buy | 50,000 | $10.22 | $511.0K | Form 4 |
| Aug 10, 2026 | Klein Mark DChairman, CEO and President | Buy | 26,040 | $9.60 | $250.0K | Form 4 |
| Jun 23, 2026 | LOTT RONALD M.Director | Sale | 500 | $12.35 | $6.2K | Form 4 |
| Apr 28, 2026 | LOTT RONALD M.Director | Sale | 10,669 | $12.90 | $137.6K | Form 4 |
| Apr 22, 2026 | Klein Mark DChairman, CEO and President | Buy | 2,500 | $13.25 | $33.1K | Form 4 |
| Apr 21, 2026 | Klein Mark DChairman, CEO and President | Buy | 2,500 | $13.08 | $32.7K | Form 4 |
| Aug 19, 2025 | LOTT RONALD M.Director | Sale | 7,500 | $8.81 | $66.1K | Form 4 |
| Aug 12, 2025 | Klein Mark DChairman, CEO and President | Buy | 10,000 | $8.45 | $84.5K | Form 4 |
| Aug 11, 2025 | Klein Mark DChairman, CEO and President | Buy | 4,571 | $8.69 | $39.7K | Form 4 |
| Jun 11, 2025 | LOTT RONALD M.Director | Sale | 39 | $7.42 | $289 | Form 4 |
| May 9, 2025 | Klein Mark DChairman, CEO and President | Buy | 16,500 | $5.26 | $86.8K | Form 4 |
| Mar 20, 2025 | LOTT RONALD M.Director | Sale | 10,000 | $5.90 | $59.0K | Form 4 |
| Dec 26, 2024 | LOTT RONALD M.Director | Sale | 434 | $6.06 | $2.6K | Form 4 |
| Dec 2, 2024 | Klein Mark DChairman, CEO and President | Buy | 743 | $5.49 | $4.1K | Form 4 |
| Dec 2, 2024 | Green AllisonSee Remarks | Buy | 9,100 | $5.48 | $49.9K | Form 4 |
| Nov 29, 2024 | Klein Mark DChairman, CEO and President | Buy | 39,000 | $5.20 | $202.8K | Form 4 |
| Nov 27, 2024 | Klein Mark DChairman, CEO and President | Buy | 32,257 | $5.10 | $164.5K | Form 4 |
| Nov 26, 2024 | Klein Mark DChairman, CEO and President | Buy | 10,000 | $5.03 | $50.3K | 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.
- GAMCO InvestorsSCHEDULE 13D/A, 5 filings Oct 8, 2024 to Sep 16, 202647
- Thomas J. Herzfeld Advisors, Inc.SCHEDULE 13G/A, 3 filings Jan 21, 2025 to Jul 16, 202548
- Mark D. KleinSC 13D, 1 filing Dec 4, 202449
- CITADEL ADVISORS LLCSC 13G/A, 1 filing Feb 14, 202250
- Robert S. BirchSC 13G/A, 1 filing Feb 14, 202251
Executive pay
What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.
| Year | Executive | Age | Salary | Total pay |
|---|---|---|---|---|
| 2025 | Mark D. Klein | 64 | $850.0K | $6.7M52 |
| 2025 | Allison Green | 40 | $500.0K | $1.9M52 |
| 2024 | Chairman and Member of the Board of DirectorsChief Executive Officer, and President | $850.0K | $3.2M52 | |
| 2024 | Chief Financial Officer, Chief Compliance OfficerTreasurer, and Corporate Secretary | $500.0K | $1.3M52 | |
| 2023 | Chairman and Member of the Board of DirectorsChief Executive Officer, and President | $850.0K | $3.0M52 | |
| 2023 | Chief Financial Officer, Chief Compliance OfficerTreasurer, and Corporate Secretary | $500.0K | $1.2M52 |
Money raised
Private offerings the company reported to the SEC on Form D.
- Aug 14, 2024Raised $30 million in a private offering of debt Form D: 1 investor so far Form D
Held by these funds
The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 78. Change is in shares since the quarter before.
13F reports cover disclosed long positions in U.S. stocks only.
SEC filer profile
How Neostellar Capital Corp. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARNeostellar Capital Corp.1
- CIK0001509470
- Employer ID (EIN)27-44435433
- Filer statusNon-accelerated filer not an emerging growth company; not a smaller reporting company; a shell company3
- Incorporated inMaryland3
- Fiscal year endsDecember 311
- Business address640 Fifth Avenue, 12Th Floor, New York, NY 100191
- Phone(650) 235-47691
- Shares outstanding26,473,222 as of Sep 23, 202653
- Public float$179.9M as of Jun 30, 20253
- AuditorCBIZ CPAs P.C, Boston, MA PCAOB ID 199; no auditor attestation of internal control over financial reporting3
- On EDGAR sinceJan 6, 20111
- Filings752 in all: 8-K (203), 4 (201), 10-Q (47), CORRESP (46), 3 (24), N-2/A (23), SC 13G/A (21), DEF 14A (16)1
All 51 form types
10-K (15), 40-17G (14), 497AD (11), SC 13G (11), EFFECT (10), 497 (9), N-2 (8), 40-APP/A (7), SC TO-I/A (7), DEFA14A (6), 144 (5), POS 8C (5), SC TO-I (5), UPLOAD (5), 40-APP (4), 5 (4), SCHEDULE 13D/A (4), 424B2 (3), S-8 (3), SC 13D (3), 10-K/A (2), 4/A (2), 424B3 (2), 8-A12B (2), DEL AM (2), POS EX (2), S-8 POS (2), SC TO-C (2), SCHEDULE 13G/A (2), 8-K/A (1), APP WD (1), APP WDG (1), CERT (1), D (1), D/A (1), FWP (1), N-23C-2 (1), N-54A (1), N-6F (1), NT 10-K (1), NT 10-Q (1), PRE 14A (1), SCHEDULE 13G (1)
- Latest filingsAnnual report (10-K) Mar 11, 2026
Quarterly report (10-Q) Aug 6, 2026
Proxy statement (DEF 14A) Apr 29, 2026
Latest 8-K (8-K) Oct 5, 2026
Securities registered for trading
| Class | Symbol | Exchange |
|---|---|---|
| Common Stock, par value $0.01 per share | SSSS | Nasdaq Global Select Market |
| 6.00% Notes due 2026 | SSSSL | Nasdaq Global Select Market |
From the cover page of the 10-K filed Mar 11, 2026 (Section 12(b) of the Exchange Act).3
Risk factors and legal proceedings
The risks Neostellar Capital Corp. names in Item 1A of its 10-K filed Mar 11, 2026: 72 risks under these headings, as written.3
- Risks Related to Our Investments
- Our investments in the rapidly growing venture capital-backed emerging companies that we target may be extremely risky, and we could lose all or part of our investments.
- Because our investments are generally not in publicly traded securities, there will be uncertainty regarding the value of our investments, which could affect the determination of our NAV.
- The securities of our private portfolio companies are illiquid, and the inability of these portfolio companies to complete an IPO or consummate another liquidity event within our targeted time frame will extend the holding period of our investments, may adversely affect the value of these investments, and will delay the distribution of gains, if any.
- Our investments in publicly traded companies involve a high degree of risk and can be speculative.
- We may not realize gains from our investments and, in certain circumstances, we may experience a complete loss on our investments, including in the event of a bankruptcy or liquidation of any of our portfolio companies.
- Many of our portfolio companies are currently experiencing operating losses, which may be substantial, and there can be no assurance when or if such companies will operate at a profit.
- Our portfolio is concentrated in a limited number of portfolio companies or market sectors, which subjects us to a risk of significant loss if the business or market position of any of these companies deteriorates or any of their market sectors experience a market downturn.
- Our portfolio may be exposed in part to one or more specific industries, which may subject us to a risk of significant loss in a particular investment or investments if there is a downturn in that particular industry. In particular, technology-related sectors in which we invest are subject to many risks, including volatility, intense competition, decreasing life cycles, product obsolescence, changing consumer preferences, periodic downturns, regulatory concerns and litigation risks.
- Our financial results could be negatively affected if a portfolio company in which we have a significant investment fails to perform as expected.
- We may be limited in our ability to make follow-on investments, and our failure to make follow-on investments in our portfolio companies could impair the value of our portfolio.
- Because we will generally not hold controlling equity interests in our portfolio companies, we will likely not be in a position to exercise control over our portfolio companies or to prevent decisions by substantial stockholders or management of our portfolio companies that could decrease the value of our investments.
The other 61 risks
- In the event that we make an investment in a sponsor of a SPAC and the SPAC does not consummate a business combination, we will lose the entirety of our investment.
- The number of founder shares allocated to us in respect of any investment in a sponsor of a SPAC may be reduced or otherwise subjected to forfeiture/dilution in the event that the sponsor of a SPAC raises additional capital.
- The requirement that a SPAC complete a business combination within a specified completion window may give potential target businesses leverage over the SPAC in negotiating a business combination and may limit the time the SPAC has in which to conduct due diligence on potential business combination targets, in particular as it approaches its dissolution deadline, which could undermine its ability to complete a business combination on terms that would produce value for us.
- Investments in foreign companies may involve significant risks in addition to the risks inherent in U.S. investments.
- We may expose ourselves to risks if we engage in hedging transactions.
- Our ability to enter into transactions involving derivatives and financial commitment transactions may be limited.
- The market structure applicable to derivatives imposed by the Dodd-Frank Act, the U.S. Commodity Futures Trading Commission (“CFTC”) and the SEC may affect our ability to use over-the-counter (“OTC”) derivatives for hedging purposes.
- Risks related to our indirect exposure to the cryptocurrency markets through investments.
- Risks Related to Our Business and Structure
- We are subject to certain limitations and restrictions in our operations as a result of the regulations applicable to BDCs, and any failure to comply with such regulations could negatively impact our business or expose us to enforcement actions or the claims of private litigants.
- As an internally managed BDC, we are subject to certain restrictions that may adversely affect our business.
- As an internally managed BDC, we are dependent upon our management team and investment professionals for their time availability and for our future success, and if we are not able to hire and retain qualified personnel, or if we lose key members of our team, our ability to implement our business strategy could be significantly harmed.
- Our financial condition and results of operations will depend on our ability to manage our business effectively and achieve our investment objective.
- Our business model depends upon the development and maintenance of strong referral relationships with private equity, venture capital funds and investment banking firms.
- There are significant potential risks related to investing in securities traded on private secondary marketplaces.
- Capital markets may experience periods of disruption and instability, including as recently experienced. 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.
- Financial Institution Risk and Distress Events may have a negative impact on our business and operations.
- We are exposed to risks associated with changes in interest rates.
- Economic recessions or downturns could impair our portfolio companies and harm our operating results.
- Economic sanction laws in the United States and other jurisdictions may prohibit us from transacting with certain countries, individuals and companies.
- Inflation may adversely affect the business, results of operations and financial condition of our portfolio companies.
- We are subject to risks related to corporate social responsibility.
- Our business and operations could be negatively affected if we become subject to any securities litigation or stockholder activism, which could cause us to incur significant expense, hinder execution of investment strategy and impact our stock price.
- Changes to U.S. tariff and import/export regulations may have a negative effect on our portfolio companies and, in turn, negatively impact us.
- We operate in a highly competitive market for direct equity investment opportunities.
- Borrowings, such as the 6.00% Notes due 2026 and our 6.50% Convertible Notes due 2029, can magnify the potential for gain or loss on amounts invested and may increase the risk of investing in us.
- Our use of borrowed funds to make investments exposes us to risks typically associated with leverage.
- If we default under any future borrowing facility we enter into or are unable to amend, repay or refinance any such facility on commercially reasonable terms, or at all, we may suffer material adverse effects on our business, financial condition, results of operations and cash flows.
- We may have difficulty paying our required distributions if we recognize income before or without receiving cash representing such income.
- Regulations governing our operation as a BDC affect our ability to, and the way in which we, raise additional capital, which may expose us to risks, including the typical risks associated with leverage.
- In addition to regulatory requirements that restrict our ability to raise capital, the loan agreement governing any future credit facility may contain various covenants which, if not complied with, could materially and adversely affecting our liquidity, financial condition, results of operations and ability to pay dividends.
- We will be subject to U.S. federal income tax imposed at corporate rates if we are profitable and are unable to qualify as a RIC, which could have a material adverse effect on us and our stockholders.
- In any year in which we intend to be treated as a RIC, we may be forced to dispose of investments at times when our management team would not otherwise do so or raise additional capital at times when we would not otherwise do so, in each case in order to qualify for the special tax treatment accorded to RICs.
- Legislative or regulatory tax changes could adversely affect our business and financial condition.
- Because we expect to distribute substantially all of our net investment income and net realized capital gains to our stockholders, we will need additional capital to finance our growth, and such capital may not be available on favorable terms or at all.
- We may continue to choose to pay dividends in our common stock, in which case you may be required to pay tax in excess of the cash you receive.
- Changes in laws or regulations governing our business or the businesses of our portfolio companies, changes in the interpretation thereof or newly enacted laws or regulations, and any failure by us or our portfolio companies to comply with these laws or regulations may adversely affect our business and the businesses of our portfolio companies.
- The SBCAA allows us to incur additional leverage, which could increase the risk of investing in us.
- Certain investors are limited in their ability to make significant investments in us.
- Ineffective internal controls could impact our business and operating results.
- We may in the future determine to fund a portion of our investments with preferred stock, which would magnify the potential for gain or loss and the risks of investing in us in the same way as our borrowings.
- Our Board of Directors is authorized to reclassify any unissued shares of stock into one or more classes of preferred stock, which could convey special rights and privileges to its owners.
- Our Board of Directors may change our investment objective, operating policies and strategies without prior notice or stockholder approval, the effects of which may be adverse.
- Provisions of the Maryland General Corporation Law and of our charter and bylaws could deter takeover attempts and have an adverse impact on the price of our common stock.
- We are highly dependent on information systems and systems failures could significantly disrupt our business, which may, in turn, negatively affect the market price of our common stock and our ability make distributions.
- We will likely experience fluctuations in our results and we may be unable to replicate past investment opportunities or make the types of investments we have made to date in future periods.
- Risks Related to our Borrowings
- Our borrowings, including the 6.00% Notes due 2026 and the 6.50% Convertible Notes due 2029 are unsecured and therefore effectively subordinated to any future secured indebtedness we could incur.
- The 6.00% Notes due 2026 are structurally subordinated to the indebtedness and other liabilities of our subsidiaries.
- The indenture under which the 6.00% Notes due 2026 were issued contains limited protection for holders of the 6.00% Notes due 2026.
- An active trading market for the 6.00% Notes due 2026 may not develop or be maintained, which could limit a holder’s ability to sell the 6.00% Notes due 2026 and/or adversely impact the market price of the 6.00% Notes due 2026.
- If we default on our obligations to pay other indebtedness, we may not be able to make payments on the 6.00% Notes due 2026 or 6.50% Convertible Notes due 2029.
- We may choose to redeem the 6.00% Notes due 2026 when prevailing interest rates are relatively low.
- A downgrade, suspension or withdrawal of the credit rating assigned by a rating agency to us or our securities, if any, could cause the liquidity or market value of the 6.00% Notes due 2026 to decline significantly.
- Risks Related to an Investment in Our Securities
- Our common stock price may be volatile and may decrease substantially.
- Shares of our common stock have recently traded, and may in the future trade, at discounts from NAV or at premiums that may prove to be unsustainable.
- We may not be able to pay distributions to our stockholders and our distributions may not grow over time, particularly since we invest primarily in securities that do not produce current income, and a portion of distributions paid to our stockholders may be a return of capital, which is a distribution of the stockholders’ invested capital.
- We have broad discretion over the use of proceeds from our offerings, to the extent they are successful, and will use proceeds in part to satisfy operating expenses.
- General Risk Factors
- Global economic, political and market conditions, including uncertainty about the financial stability of the United States, could have a significant adverse effect on our business, financial condition and results of operations.
- Uncertainty about presidential administration initiatives could negatively impact our business, financial condition and results of operations.
- Terrorist attacks, acts of war or natural disasters may affect any market for our securities, impact the businesses in which we invest and harm our business, operating results and financial condition.
- The failure in cybersecurity systems, as well as the occurrence of events unanticipated in our disaster recovery systems and management continuity planning, could impair our ability to conduct business effectively.
- Technological innovations and industry disruptions, including those related to artificial intelligence and machine learning, may negatively impact us.
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.3
Sources
The numbers on this page point here. Each one links to the record it came from.
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- 11SEC EDGARMichael T. Moe, Chair
- 12SEC EDGARMark W. Flynn, President
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- 18SEC EDGARAllison Green, Officer
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- 21SEC EDGARLuben Pampoulov, Vice President
- 22SEC EDGARErik A. Falk, Board member
- 23SEC EDGARRichard C. Szuch, Board member
- 24SEC EDGARLisa Westley, Board member
- 25SEC EDGARMarc Mazur, Board member
- 26SEC EDGARDavid S. Pottruck, Board member
- 27SEC EDGARRonald M. Lott, Board member
- 28SEC EDGARBradford C. Koenig, Board member
- 29SEC EDGARCathy Friedman, Board member
- 30SEC EDGARLeonard Potter, Board member
- 31SEC EDGARMark W. Flynn, Board member
- 32SEC EDGARR. David Spreng, Board member
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- 34SEC EDGARResults of operations; Other events
- 35SEC EDGARResults of operations
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- 37SEC EDGARResults of operations; Other events
- 38SEC EDGARBylaws or fiscal year changed
- 39SEC EDGARShareholder vote
- 40SEC EDGARResults of operations
- 41SEC EDGARResults of operations; Other events
- 42SEC EDGARResults of operations
- 43SEC EDGARResults of operations; Other events
- 44SEC EDGARResults of operations
- 45SEC EDGARResults of operations; Other events
- 46NasdaqNasdaq calendar
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