Investors

Please review the following risks factors in order to proceed.

An investment in Keating Capital is subject to significant risks. A more detailed description of the risk factors is found in the section of our Prospectus entitled “Risk Factors.” You should read and understand all of these risk factors before making your decision to invest in shares of our common stock.

Please read the risks below and then click Accept to proceed to the Keating Capital investor materials.

• We have incurred significant net investment losses since our inception, and may continue to incur net investment losses in the future, which will reduce our net asset value and the amount of funds we have available for investment in our targeted assets.
• We are a company with a limited operating history and are subject to the business risks and uncertainties associated with any new business, including the risk that we will not achieve our investment objective.
• We are dependent upon key management personnel of Keating Investments, our investment adviser, for our future success, particularly Timothy J. Keating, Ranjit P. Mankekar, Kyle L. Rogers and Frederic M. Schweiger. If we lose any member of Keating Investments’ senior management team, our ability to implement our business strategy could be significantly harmed.
• The amount of any distributions we may make is uncertain. Our distribution proceeds may exceed our net ordinary income and realized net capital gains, particularly during the period before we have substantially invested the net proceeds from this offering or realized any net capital gains from the disposition of our investments, and thus portions of the distributions that we make may represent a return of capital.  We may not be able to pay you distributions, and our distributions may not grow over time.
• Our investment adviser and its management have no prior experience managing a business development company.
• Our business model depends upon the development and maintenance of strong referral relationships with investment banking firms, professional services firms and private equity and venture capital funds.
• Regulations governing our operation as a business development company affect our ability to, and the way in which we, raise additional capital. As a business development company, the necessity of raising additional capital may expose us to risks and may result in dilution to our current stockholders.
• Any failure on our part to maintain our status as a business development company would reduce our operating flexibility.
• Our ability to grow will depend on our ability to raise capital.
• In the event we borrow money, the potential for loss on amounts invested would be magnified and may increase the risk of investing in us.
• Our financial condition and results of operations depends on our ability to manage our future growth effectively.
• We operate in a highly competitive market for investment opportunities.
• A significant portion of our investment portfolio will not have a readily determinable market value and will be recorded at fair value as determined in good faith by our Board of Directors and, as a result, there will be uncertainty as to the value of our portfolio investments.
• Even in the event the value of your investment declines, the base management fee and, in certain circumstances, the incentive fee will still be payable.
• We will remain subject to corporate-level income tax if we are unable to qualify as a regulated investment company under Subchapter M of the Code.
• We may in the future decide to retain some or all of our realized net capital gains, including amounts we intend to retain to pay incentive fees to our investment adviser, which may result in a deemed distribution to our stockholders.
• We may choose to pay taxable distributions in our own common stock, in which case our stockholders may be required to pay federal income taxes in excess of the cash dividends they receive.
• There is a risk that you may not receive distributions or that our distributions may not grow over time.
• We do not anticipate generating net ordinary income to distribute to our stockholders in the near future, and if we do make distributions, they will likely be paid from our realized net capital gains or may represent a return of capital.
• We may have difficulty paying our required distributions if we recognize income before or without receiving cash representing such income.
• Our quarterly and annual operating results will be subject to fluctuation as a result of the nature of our business, and if we fail to achieve our investment objective, the net asset value of our common stock may decline.
• The primary source of our distributions will be from net capital gains realized from the sale of our portfolio company investments, the timing of which we cannot predict and, as a result, we will likely have substantial fluctuations in our distributions from quarter to quarter since capital gains are not expected to be generated on a level or uniform basis from quarter to quarter.
• There are significant potential conflicts of interest which could impact our investment returns.
• Our Board of Directors may be authorized to reclassify any unissued shares of common 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.
• Keating Investments and its affiliates, including our officers and some of our directors, will face conflicts of interest caused by compensation arrangements with us and our affiliates, which could result in actions that are not in the best interests of our stockholders.
• Changes in laws or regulations governing our operations may adversely affect our business.
• 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.
• Our investment adviser can resign on 120 days’ notice and we may not be able to find a suitable replacement within that time, resulting in a disruption in our operations that could adversely affect our financial condition, business and results of operations.
• To the extent that we do not realize net ordinary income or choose to distribute any realized net capital gains, we will have a greater need for additional capital to fund our investments and operating expenses.
• Our ability to enter into transactions with our affiliates is restricted.
• We are uncertain of our sources for funding our future capital needs; if we cannot obtain debt or equity financing on acceptable terms, our ability to acquire investments and to expand our operations will be adversely affected.
• We incur significant costs as a result of being a public company.
• The impact of recent financial reform legislation on us is uncertain.
• Uncertain economic conditions may continue to adversely affect the capital markets and may reduce the availability of debt and equity capital for the micro-cap and small-cap companies we intend to target.  These conditions may make it more difficult for us to achieve our investment objective and may have a greater impact on the micro-cap and small-cap companies we intend to target.  This may adversely affect the financial condition and operating results of certain micro-cap and small-cap companies in which we may invest, as well as reduce the availability of attractive micro-cap and small-cap targets for potential investments.
• Our equity and debt investments in the companies that we are targeting may be extremely risky and we could lose all or part of our investments.
• Our incentive fee may induce Keating Investments, our investment adviser, to make speculative investments.
• Our portfolio companies may incur debt or issue equity securities that rank equally with, or senior to, our investments in such companies.
• We may not realize any income or gains from our equity investments.
• Our portfolio may be focused in a limited number of micro-cap and small-cap companies, which will subject us to a risk of significant loss if the business or market position of these companies deteriorates.
• We expect to concentrate our investments in micro-cap and small-cap companies, which are subject to many risks, including periodic downturns.
• The value of our portfolio securities may not have a readily available market price and, in such case, we will value these securities at fair value as determined in good faith by our Board of Directors, which valuation is inherently subjective and may not reflect what we may actually realize for the sale of the investments.
• Even if the equity securities of our public portfolio companies may be sold in the public markets, we expect these securities will initially be thinly traded and, as a result, the lack of liquidity in our investments may adversely affect our business, and will delay distributions of gains, if any.
• Our failure to make additional investments in our portfolio companies could impair the value of our portfolio.
• Because we likely will not hold controlling equity interests in our portfolio companies, we may not be in a position to exercise control over such portfolio companies or to prevent decisions made by management of such portfolio companies that could decrease the value of our investments.
• We may be subject to certain risks associated with foreign investments.
• Investing in primarily micro-cap and small-cap companies may present certain challenges to us, including the lack of available information about these companies.
• Resources could be expended in researching and negotiating investments that may never be consummated, even if non-binding letters of intent or definitive agreements are reached, which could materially adversely affect subsequent attempts to make other investments.
• There is currently no public market for shares of our common stock, and we may be unable to obtain a listing of our shares on the Nasdaq Capital Market within our proposed timeframe.  As a result, it may be difficult for you to sell your shares.
• Our common stock price, if we become listed or quoted on the Nasdaq Capital Market, may be volatile and may decrease substantially.
• Investor confidence and the value of our shares may be adversely impacted if our independent registered public accountants are unable to attest to the adequacy of the internal controls over our financial reporting if we become subject to this attestation requirement.
• We cannot assure you that we will be able to successfully deploy the proceeds of this offering within the time frame we have contemplated.
• There is a risk that our stockholders may not receive consistent distributions or that our distributions may not grow over time.
• We will have broad discretion over the use of proceeds of the funds we raise from investors and will use proceeds in part to satisfy operating expenses.
• We may be unable to invest a significant portion of the net proceeds of this offering on acceptable terms in the timeframe contemplated by this prospectus.
• Investors will not know the purchase price per share at the time they submit their subscription agreements and could receive fewer shares of common stock than anticipated if our Board of Directors determines to increase the offering price to comply with the requirement that we avoid selling shares below net asset value.
• This is a “best efforts” offering, and if we are unable to raise substantial funds, we will be limited in the number and type of investments we may make, and the value of your investment in us may be reduced in the event our assets under-perform.
• Your interest in us will be diluted if we issue additional shares, which could reduce the overall value of your investment.
• Our ability to successfully conduct this offering is dependent, in part, on the ability of the dealer manager to successfully establish, operate and maintain a network of broker-dealers.

The shares will be offered to the public through Andrew Securities, LLC, which will act as the dealer manager, and through other selected dealers that are members of the Financial Industry Regulatory Authority. Securities are not FDIC-insured, nor bank guaranteed, and may lose value. Broker-dealers are reminded that communications sent or delivered to any person must be accompanied or preceded by a prospectus in accordance with the Securities Act of 1933, as amended.

This presentation does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. Investors are advised to carefully consider the investment objectives, risks and charges and expenses of Keating Capital before investing. The Offering may be made only by means of a prospectus.

Notice to New York Investors: No offering is made to New York residents except by a prospectus filed with the Department of Law of the State of New York. The attorney general of the State of New York has not passed on or endorsed the merits of this offering. Any representation to the contrary is unlawful.