UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement
On August 7, 2023, Hercules Capital, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) by and among the Company and Morgan Stanley & Co. LLC, UBS Securities LLC and Wells Fargo Securities, LLC, as joint book-running managers, acting as representatives of the several underwriters named on Schedule I attached thereto (the “Underwriters”), in connection with an underwritten public offering of 6,500,000 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 975,000 shares of Common Stock.
The Offering was made pursuant to the Company’s effective shelf registration statement on Form N-2ASR (Registration No. 333-261732) previously filed with the Securities and Exchange Commission, as supplemented by a prospectus supplement dated December 17, 2021.
On August 10, 2023, the Company closed the Offering.
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
| (d) | Exhibits |
| 1.1 | Underwriting Agreement, dated August 7, 2023, by and among Hercules Capital, Inc. and Morgan Stanley & Co. LLC, UBS Securities LLC and Wells Fargo Securities, LLC as representatives of the several underwriters named on Schedule I. | |
| 5.1 | Opinion of Dechert LLP. | |
| 23.1 | Consent of Dechert LLP (included in Exhibit 5.1). | |
| 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.
| HERCULES CAPITAL, INC. | ||||||
| August 10, 2023 | By: | /s/ Kiersten Zaza Botelho | ||||
| Kiersten Zaza Botelho General Counsel and Secretary | ||||||