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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
Date
of Report (Date of earliest event reported):
October
8, 2025
SURO
CAPITAL CORP.
(Exact
name of registrant as specified in its charter)
| Maryland |
|
1-35156 |
|
27-4443543 |
(State
or other jurisdiction of
incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
640
Fifth Avenue
12th
Floor
New
York, NY 10019
(Address
of principal executive offices and zip code)
Registrant’s
telephone number, including area code: (212) 931-6331
Check
the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class: |
|
Trading
symbol: |
|
Name
of each exchange on which
registered: |
| Common
Stock, par value $0.01 per share |
|
SSSS |
|
Nasdaq
Global Select Market |
| 6.00%
Notes due 2026 |
|
SSSSL |
|
Nasdaq
Global Select Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
| Item
2.02. |
Results
of Operations and Financial Condition. |
On
October 8, 2025, SuRo Capital Corp. (“SuRo Capital” or the “Company”) issued a press release containing preliminary
estimates of its results for the third quarter ended September 30, 2025 (the “Press Release”). A copy of the Press Release
is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 2.02 by reference.
The
information disclosed under this Item 2.02, including the information set forth in Exhibit 99.1 hereto, is being “furnished”
and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise. The information in this Item 2.02 shall not be incorporated by reference into any registration statement or
other document pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Exchange Act,
except as otherwise expressly stated in any such filing.
Preliminary
Estimates and Investment Portfolio Update
On
October 8, 2025, the Company disclosed the following information in the Press Release.
Preliminary
Estimates of Results for the Quarter Ended September 30, 2025
As
previously reported, SuRo Capital’s net assets totaled approximately $219.4 million, or $9.18 per share, at June 30, 2025, and
approximately $157.4 million, or $6.73 per share, at September 30, 2024. As of September 30, 2025, SuRo Capital’s net asset value
is estimated to be between $9.00 and $9.50 per share.
As
of September 30, 2025, there were 25,119,091 shares of the Company’s common stock outstanding.
Investment
Portfolio Update
As
of September 30, 2025, the Company held positions in 37 portfolio companies – 33 privately held and 4 publicly held.
During
the three months ended September 30, 2025, the Company made the following investment:
| Portfolio
Company |
Investment |
Transaction
Date |
Amount(1) |
| Supplying
Demand, Inc. (d/b/a Liquid Death) (2) |
Convertible
Note |
7/29/2025 |
$0.3
million |
| HL
Digital Assets Inc.(3) |
Preferred
Shares |
9/18/2025 |
$5.0
million |
| (1) | Amount
invested does not include capitalized costs or prepaid expenses, if applicable. |
| (2) | Represents
a follow-on investment. |
| (3) | HL
Digital Assets Inc.’s primary purpose is to invest and manage its investment in HYPE,
the digital token of Hyperliquid. |
During
the three months ended September 30, 2025, SuRo Capital sold or received proceeds from the following investments:
| Portfolio
Company |
Transaction
Date |
Quantity |
Average
Net Share Price(1) |
Net
Proceeds |
Realized
Gain |
| CW
Opportunity 2 LP(2) |
Various |
-- |
-- |
$7.2
million |
$3.7
million |
| GrabAGun
Digital Holdings Inc. – Public Warrants(3) |
Various |
395,512 |
$1.67 |
$0.7
million |
$0.5
million |
| (1) | The
average net share price is the net share price realized after deducting all commissions and
fees on the sale(s), if applicable. |
| (2) | The
distributions noted here represent approximately 16.6% of the initial investment in CW Opportunity
2, LP. SuRo Capital retains approximately 83.4% of its investment in CW Opportunity 2, LP
as of September 30, 2025. The realized gain noted above includes a discount related to estimated fees. |
| (3) | As
of September 30, 2025, SuRo Capital held 1,204,488 remaining GrabAGun Digital Holdings Inc.
public warrants. |
At-The-Market
Offering
During
the quarter ended September 30, 2025, SuRo Capital sold 1,230,984 shares under its at-the-market offering (the “ATM Offering”)
for gross aggregate proceeds of approximately $10.8 million. The Company did not sell any shares of its common stock under the ATM Offering
beginning September 22, 2025 to date. The remaining aggregate dollar value of shares that may yet be sold by SuRo Capital under the ATM
Offering is approximately $88.0 million.
Recent
Dividend Declarations and Certain Information Regarding the Dividends
On
July 3, 2025, SuRo Capital’s Board of Directors declared a dividend of $0.25 per share paid on July 31, 2025 to the Company’s
common stockholders of record as of the close of business on July 21, 2025. The dividend was paid in cash.
Preliminary
Estimates and Guidance
The
preliminary financial estimates provided herein are unaudited and have been prepared by, and are the responsibility of, the management
of the Company. Neither the Company’s independent registered public accounting firm, nor any other independent accountants, have
audited, reviewed, compiled, or performed any procedures with respect to the preliminary financial data included herein. Actual results
may differ materially.
The
Company expects to announce its third quarter ended September 30, 2025 results in November 2025.
Forward-Looking
Statements
Statements
included herein, including statements regarding the Company’s beliefs, expectations, intentions, or strategies for the future,
may constitute “forward-looking statements.” The Company cautions that any forward-looking statements are not guarantees
of future performance and that actual results or developments may differ materially from those projected or implied in these statements.
All forward-looking statements involve a number of risks and uncertainties, including the impact of any market volatility that may be
detrimental to our business, our portfolio companies, our industry, and the global economy, that could cause actual results to differ
materially from the plans, intentions, and expectations reflected in or suggested by the forward-looking statements. Risk factors, cautionary
statements, and other conditions which could cause the Company’s actual results to differ from management’s current expectations,
are contained in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to update
any forward-looking statement to reflect events or circumstances that may arise after the date of this Current Report on Form 8-K.
| Item
9.01. |
Financial
Statements and Exhibits. |
| Exhibit
No. |
|
Description |
| Exhibit
99.1 |
|
Press Release dated October 8, 2025* |
| Exhibit
104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
*
The press release attached hereto as Exhibit 99.1 is “furnished” and not “filed,” as described in Item 2.02 of
this Current Report on Form 8-K.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
| Date:
October 8, 2025 |
SURO
CAPITAL CORP. |
| |
|
| |
By:
|
/s/
Allison Green |
| |
|
Allison
Green |
| |
|
Chief
Financial Officer, Chief Compliance |
| |
|
Officer,
Treasurer and Corporate Secretary |
