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

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Hercules Capital, Inc.
(Exact name of registrant as specified in its charter)

Registrant's telephone number, including area code: (650) 289-3060

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

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.    ☐

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

Item 1.01. Entry into a Material Definitive Agreement

On June 12, 2019, Hercules Capital, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) by and among the Company and Morgan Stanley & Co. LLC, Wells Fargo Securities, LLC, and Keefe, Bruyette & Woods, Inc., as representatives of the several underwriters named on Schedule I attached thereto (the “Underwriters”), in connection with an underwritten public offering of 5,000,000 shares (the “Offering”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The Underwriting Agreement also provided the Underwriters with an option to purchase up to an additional 750,000 shares of Common Stock (the “Over-Allotment Option”).

The Offering was made pursuant to the Company’s effective shelf registration statement on Form N-2 (Registration No. 333-231089) previously filed with the Securities and Exchange Commission, as supplemented by a preliminary prospectus supplement dated June 12, 2019 and a final prospectus supplement dated June 12, 2019.

On June 17, 2019, the Company closed the Offering, including the full exercise of the Over-Allotment Option.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement filed with this report as Exhibit 1.1 and which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits 

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.