UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 7.01. Regulation FD Disclosure.
On March 5, 2025, Hercules Capital, Inc. (the “Company”) issued a press release announcing that it priced its previously announced offering of $250.0 million aggregate principal amount of its Convertible Unsecured Notes due 2028 (the “Convertible Notes”). The Company entered into a Purchase Agreement with representatives of the initial purchasers named therein (the “Purchase Agreement”) pursuant to which the Company, subject to certain closing conditions, agreed to issue $250.0 million in aggregate principal amount of its Convertible Notes in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The Company also granted the initial purchasers an option to purchase up to an additional $37.5 million principal amount of the Convertible Notes to cover overallotments, if any. Closing is subject to a number of customary closing conditions and is expected to occur on March 10, 2025.
A copy of the press release is filed herewith as Exhibit 99.1 and incorporated herein by reference.
The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being “furnished” and shall not be deemed “filed” by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be deemed incorporated by reference into any filing under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. The furnishing of this information pursuant to Item 7.01 shall not be deemed an admission by the Company as to the materiality of such information.
Item 9.01 Financial Statements and Exhibits
| (d) | Exhibits | |
| 99.1 | Press Release of Hercules Capital, Inc., dated March 5, 2025 | |
| 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. | ||||||
| March 5, 2025 | By: | /s/ Seth H. Meyer | ||||
| Seth H. Meyer | ||||||
| Chief Financial Officer | ||||||