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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):
June
26, 2026 (June 23, 2026)
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: (650) 235-4769
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:
| ☐ |
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
5.03 |
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Articles
of Amendment
On
June 23, 2026, SuRo Capital Corp. (the “Company”) filed Articles of Amendment (the “Articles of
Amendment”) to its Articles of Amendment and Restatement, as amended (the “Charter”), with the
Maryland State Department of Assessments and Taxation. The Articles of Amendment will become effective on July 1, 2026, at which time
the Company will change its name to “Neostellar Capital Corp.” (the “Name Change”). In accordance
with the Maryland General Corporation Law (the “MGCL”) and the Charter, the Company’s board of directors
(the “Board of Directors”) approved the Name Change and the Articles of Amendment. Stockholder approval was
not required.
Trading
Symbol
In
connection with the Name Change, beginning on or about July 1, 2026, the trading symbols for the Company’s common stock (the “Common
Stock”) and the Company’s 6.00% Notes due 2026 (the “2026 Notes”) on the Nasdaq Global
Select Market will change from “SSSS” to “NSLR” and from “SSSSL” to “NSLRL,” respectively.
Third
Amended and Restated Bylaws
Effective
July 1, 2026, the Company will amend and restate its Second Amended and Restated Bylaws to reflect the Name Change (the “Third
Amended and Restated Bylaws”). In accordance with the MGCL and the Company’s Second Amended and Restated Bylaws,
the Board of Directors approved the Third Amended and Restated Bylaws. Other than changes to reflect the Name Change, the Third Amended
and Restated Bylaws do not amend any provision of the Company’s Second Amended and Restated Bylaws. Stockholder approval was not
required.
The
foregoing descriptions of the Articles of Amendment and the Third Amended and Restated Bylaws do not purport to be complete and are qualified
in their entirety by reference to the full text of the Articles of Amendment and the Third Amended and Restated Bylaws, which are attached
hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated herein by reference.
| Item 9.01 |
Financial
Statements and Exhibits. |
| Exhibit
No. |
|
Description |
| 3.1 |
|
Articles of Amendment |
| 3.2 |
|
Third Amended and Restated Bylaws |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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:
June 26, 2026 |
SURO
CAPITAL CORP. |
| |
|
| |
By: |
/s/
Allison Green |
| |
|
Allison
Green
Chief Financial Officer, Treasurer
and Corporate Secretary
|