UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On December 12, 2024, Hercules Capital, Inc. (the “Company”) filed with the Securities and Exchange Commission (“SEC”) a prospectus supplement (the “Prospectus Supplement”), pursuant to which the Company may, but has no obligation to, issue and sell up to 30,000,000 shares of its common stock, par value $0.001 per share (the “Shares”), in amounts and at times to be determined by the Company. The Company intends to use the net proceeds from this offering to fund investments in debt and equity securities in accordance with the Company’s investment objectives, to make acquisitions, to retire certain debt obligations, and for other general corporate purposes.
In connection with the offering, the Company entered into equity distribution agreements (the “Equity Distribution Agreements”), each dated December 12, 2024, with each of Citizens JMP Securities LLC and Jefferies LLC (the “Sales Agents”). The Equity Distribution Agreements provide that the Company may offer and sell the Shares from time to time through the Sales Agents. Sales of the Shares, if any, may be made in negotiated transactions or transactions that are deemed to be “at the market,” as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made directly on the New York Stock Exchange or sales made to or through a market maker other than on an exchange, at prices related to the prevailing market prices or at negotiated prices. Each Sales Agent will receive a commission from the Company equal to up to 2.0% of the gross sales price of any Shares sold through such Sales Agent under the applicable Equity Distribution Agreement. The Equity Distribution Agreements contain customary representations, warranties and agreements of the Company, conditions to closing, indemnification rights and obligations of the parties and termination provisions.
The foregoing description of the Equity Distribution Agreements is not complete and is qualified in its entirety by reference to the full text of the Equity Distribution Agreements, a form of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
The offering will be made pursuant to the Prospectus Supplement dated December 12, 2024 and a base prospectus dated December 11, 2024, which is part of the Company’s effective shelf registration statement that was filed with the SEC (File No. 333-283735) on December 11, 2024.
This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| 5.1 | Opinion of Dechert LLP | |
| 10.1 | Form of Equity Distribution Agreement | |
| 23.1 | Consent of Dechert LLP (included in Exhibit 5.1) | |
| 104 | Cover Page Interactive Date File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HERCULES CAPITAL, INC. | ||||||
| December 12, 2024 | By: | /s/ Kiersten Zaza Botelho | ||||
| Kiersten Zaza Botelho Secretary | ||||||