Item 1.01. Entry into a Material Definitive Agreement.
On November 9, 2021, Trinity Capital Inc. (the "Company") entered into an open
market sale agreement (the "Sales Agreement") with Jefferies LLC, as sales agent
and/or principal thereunder (the "Sales Agent"). Under the Sales Agreement, the
Company may, but has no obligation to, issue and sell, from time to time, up to
$50,000,000 in aggregate offering price of shares (the "Shares") of its common
stock, par value $0.001 per share, through the Sales Agent, 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
Sales of the Shares, if any, will be made under the prospectus supplement, dated
November 9, 2021 (the "Prospectus Supplement"), as may be supplemented from time
to time, and the accompanying prospectus, dated August 12, 2021 (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 Agreement, the Sales Agent will receive a
commission from the Company equal to 2.00% of the gross sales price of any
Shares sold through the Sales Agent under the Sales Agreement and reimbursement
of certain expenses. The Sales Agreement contains customary representations,
warranties and agreements of the Company, indemnification rights and obligations
of the parties, and termination provisions.
Further details regarding the Sales Agreement and the "at-the-market" offering
are set forth in the Prospectus filed by the Company with the Securities and
Exchange Commission on November 9, 2021.
The Shares, if any, will be offered, issued and sold pursuant to the Company's
shelf registration statement on Form N-2 (File No. 333-257818), the prospectus,
dated August 12, 2021, contained therein, and the Prospectus Supplement.
The foregoing description of the Sales Agreement is not complete and is
qualified in its entirety by reference to the full text of the Sales Agreement,
a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by
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.
Exhibit No. Description
5.1 Opinion of Eversheds Sutherland (US) LLP.
10.1 Open Market Sale Agreement, dated November 9, 2021, by and between
Trinity Capital Inc. and Jefferies LLC.
23.1 Consent of Eversheds Sutherland (US) LLP (contained in Exhibit 5.1
© Edgar Online, source Glimpses