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): February 2, 2021
TRINITY CAPITAL INC.
(Exact name of Registrant as Specified in Its Charter)
| Maryland | 000-56139 | 35-2670395 |
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
|
3075 West Ray Road Suite 525 Chandler, Arizona |
85226 |
| (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 (see General Instructions A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | 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
|
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 x
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. o
| Item 8.01 | Other Events. |
On February 2, 2021, Trinity Capital Inc. issued a press release announcing the closing of its initial public offering of shares of its common stock. This press release is included as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number | Description | |
| 99.1 | Press Release, dated February 2, 2021. |
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 thereunto duly authorized.
| Trinity Capital Inc. | |||
| February 2, 2021 | By: | /s/ Steven L. Brown | |
| Name: | Steven L. Brown | ||
| Title: | Chief Executive Officer | ||
Exhibit 99.1
Trinity Capital Inc. Announces Closing of Initial Public Offering and Full Exercise of Underwriters’ Option to Purchase Additional Shares
PHOENIX, Feb. 2, 2021 /PRNewswire/ – Trinity Capital Inc. (NASDAQ: TRIN) (“Trinity”), an internally managed business development company, today announced that it closed its initial public offering of 8,481,565 shares of its common stock, at a price to the public of $14.00 per share, on February 2, 2021, of which 8,006,291 shares were sold by Trinity and 475,274 shares were sold by certain selling stockholders. The number of shares sold by Trinity included the full exercise by the underwriters of their option to purchase 1,106,291 additional shares of common stock from Trinity. Trinity’s shares of common stock began trading on the Nasdaq Global Select Market on January 29, 2021 under the ticker symbol "TRIN."
Trinity received net proceeds from the offering of approximately $105.4 million, after deducting underwriting discounts and commissions, which it intends to use to pay down a portion of its existing indebtedness outstanding under its credit agreement, to make investments in accordance with its investment objective and for general corporate purposes.
Keefe, Bruyette & Woods, A Stifel Company, Wells Fargo Securities and UBS Investment Bank acted as joint book-running managers for the offering. Janney Montgomery Scott, B. Riley Securities, Ladenburg Thalmann and Compass Point acted as co-managers for the offering.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
About Trinity Capital Inc.
Trinity, an internally managed specialty lending company that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended, is a leading provider of debt, including loans and equipment financing, to growth stage companies, including venture-backed companies and companies with institutional equity investors. Trinity's investment objective is to generate current income and, to a lesser extent, capital appreciation through investments consisting primarily of term loans and equipment financings and, to a lesser extent, working capital loans, equity and equity-related investments. Trinity believes it is one of only a select group of specialty lenders that has the depth of knowledge, experience, and track record in lending to growth stage companies.
Forward-Looking Statements
This press release may contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Statements other than statements of historical facts included in this press release may constitute forward-looking statements and are not guarantees of future performance or results and involve a number of risks and uncertainties, including the impact of the COVID-19 pandemic on the economy, financial markets, our business, our portfolio companies and our industry. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in filings with the Securities and Exchange Commission. Trinity undertakes no duty to update any forward-looking statement made herein. All forward-looking statements speak only as of the date of this press release.
Contact:
Vibhor Garg
Director, Marketing
Trinity Capital Inc.
ir@trincapinvestment.com