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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):
August 29, 2025
TRINITY CAPITAL INC.
(Exact name of Registrant as Specified in Its Charter)
| Maryland |
|
001-39958 |
|
35-2670395 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
|
1 N. 1st Street
Suite 302
Phoenix, Arizona |
|
85004 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s Telephone Number, Including
Area Code: (480) 374-5350
Not Applicable
(Former Name or Former Address, if Changed Since
Last Report)
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(s) |
|
Name of each exchange on which registered |
| Common Stock, par value $0.001 per share |
|
TRIN |
|
Nasdaq Global Select Market |
| 7.875% Notes Due 2029 |
|
TRINZ |
|
Nasdaq Global Select Market |
| 7.875% Notes Due 2029 |
|
TRINI |
|
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 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 1.01. Entry into a Material Definitive Agreement.
On August 29, 2025, Trinity
Capital Inc. (the “Company”) entered into (i) an open market sale agreement with Jefferies LLC (“Jefferies”),
as sales agent and/or principal thereunder, (ii) an open market sale agreement with B. Riley Securities, Inc. (“B. Riley”),
as sales agent and/or principal thereunder, (iii) an open market sale agreement with Keefe, Bruyette & Woods, Inc. (“KBW”),
as sales agent and/or principal thereunder, and (iv) an open market sale agreement with Compass Point Research & Trading, LLC (“Compass”
and together with Jefferies, B. Riley and KBW, the “Sales Agents”), as sales agent and/or principal thereunder. The open market
sale agreements with the Sales Agents described in the preceding sentence are collectively referred to herein as the “Sales Agreements.”
Under the Sales Agreements, the Company may, but has no obligation to, issue and sell, from time to time, up to $250,000,000 in aggregate
offering price of shares (the “Shares”) of its common stock, par value $0.001 per share, through the Sales Agents, or to it,
as principal for its own account. The Company intends to use substantially all of the net proceeds from this “at-the-market”
offering to make investments in accordance with its investment objective and investment strategy and for general corporate purposes.
Sales of the Shares, if any,
will be made under the prospectus supplement, dated August 29, 2025 (the “Prospectus Supplement”), as may be supplemented
from time to time, and the accompanying prospectus, dated August 11, 2025 (together with the Prospectus Supplement, including any documents
incorporated or deemed to be incorporated by reference therein, the “Prospectus”) by any method permitted by law and deemed
to be part of an “at-the-market” offering as defined in Rule 415 under the Securities Act of 1933, as amended, including,
without limitation, sales made directly on or through the Nasdaq Global Select Market, or similar securities exchange, or sales made to
or through a market maker other than on an exchange, at market prices prevailing at the time of sale, at prices related to prevailing
market prices or at other negotiated prices.
Under the terms of the Sales
Agreements, each Sales Agent will receive a commission from the Company equal to up to 2.00% of the gross sales price of any Shares sold
through the Sales Agent under the Sales Agreements and reimbursement of certain expenses. The Sales Agreements contain customary representations,
warranties and agreements of the Company, indemnification rights and obligations of the parties, and termination provisions.
Further details regarding
the Sales Agreements and the “at-the-market” offering are set forth in the Prospectus filed by the Company with the Securities
and Exchange Commission on August 11, 2025.
The Shares, if any, will be
offered, issued and sold pursuant to the Company’s automatic shelf registration statement on Form N-2 (File No. 333-289495), the
prospectus, dated August 11, 2025, contained therein, and the Prospectus Supplement.
The foregoing description
of the Sales Agreements is not complete and is qualified in its entirety by reference to the full text of the Sales Agreements, copies
of which are attached hereto as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3 and Exhibit 10.4 and incorporated herein by reference.
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
| Exhibit No. |
|
Description |
| |
|
| 5.1 |
|
Opinion of Dechert LLP. |
| 10.1 |
|
Open Market Sale Agreement, dated August 29, 2025, by and between Trinity Capital Inc. and Jefferies LLC. |
| 10.2 |
|
Open Market Sale Agreement, dated August 29, 2025, by and between Trinity Capital Inc. and B. Riley Securities, Inc. |
| 10.3 |
|
Open Market Sale Agreement, dated August 29, 2025, by and between Trinity Capital Inc. and Keefe, Bruyette & Woods, Inc. |
| 10.4 |
|
Open Market Sale Agreement, dated August 29, 2025, by and between Trinity Capital Inc. and Compass Point Research & Trading, LLC |
| 23.1 |
|
Consent of Dechert LLP (contained in Exhibit 5.1 hereto). |
| 104 |
|
Cover Page Interactive Data 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.
| |
Trinity Capital Inc. |
| |
|
| August 29, 2025 |
By: |
/s/ Kyle Brown |
| |
|
Name: |
Kyle Brown |
| |
|
Title: |
Chief Executive Officer, President and
Chief Investment Officer |
2
