Other Information
−Removed: the period covered by this Quarterly Report on Form 10-Q, no director or officer of the Company has entered into any (i) contract, instruction
−Removed: or written plan for the purchase or sale of securities of the registrant intended to satisfy the affirmative defense conditions of Rule
−Removed: 10b5-1 (c) under the Exchange Act or (ii) any non-Rule 10b5-1 trading arrangement.
+Added: Entry into a Material Definitive Agreement
+Added: August 6, 2024, we entered into a Note Purchase Agreement (the “Note Purchase Agreement”), by and between the Company and
+Added: the purchaser identified therein (the “Purchaser”), pursuant to which we may issue up to a maximum of $75,000,000 in aggregate
+Added: principal amount of 6.50% Convertible Notes due 2029 (the “Convertible Notes”).
+Added: Pursuant to the Note Purchase Agreement,
+Added: we agreed to issue and sell, and the Purchaser agreed to purchase, up to $25,000,000 in aggregate principal amount of the Convertible
+Added: Notes (the “Initial Notes”).
+Added: Thereafter, upon the mutual agreement of the Company and the Purchaser, we may issue additional
+Added: Convertible Notes for sale in subsequent offerings (the “Additional Notes”), or issue additional notes with modified pricing
+Added: terms (the “New Notes”), in the aggregate for both the Additional Notes and the New Notes, up to a maximum of $50,000,000
+Added: in one or more private offerings.
+Added: The Purchaser will acquire, and we will issue, up to $25 million of the Initial Notes on or about August
+Added: 14, 2024 (the “Initial Closing Date”), and thereafter at such time and date as the Purchaser and the Company mutually agree
+Added: to purchase and sell any Additional Notes.
+Added: Interest on the Convertible Notes will be paid quarterly in arrears on March 30, June 30,
+Added: September 30, and December 30, at a rate of 6.50% per year, beginning September 30, 2024.
+Added: The Convertible Notes will mature on August
+Added: 14, 2029 and may be redeemed in whole or in part at any time or from time to time at our option on or after August 6, 2027 upon the fulfillment
+Added: of certain conditions.
+Added: The Convertible Notes will be convertible into shares of our common stock at the Purchaser’s sole discretion
+Added: at an initial conversion rate of 129.0323 shares of common stock per $1,000 principal amount of the Convertible Notes, subject to adjustment
+Added: as provided in the Note Purchase Agreement.
+Added: The net proceeds from the offering will be used to repay outstanding indebtedness, make investments
+Added: in accordance with our investment objective and investment strategy, and for other general corporate purposes.
+Added: The Note Purchase Agreement
+Added: includes customary representations, warranties, and covenants by the Company.
+Added: description above is qualified in its entirety by reference to the copy of the Note Purchase Agreement, which is filed as Exhibit 10.1
+Added: to this Quarterly Report on Form 10-Q.
+Added: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
+Added: disclosure set forth above under Item 1.01 is incorporated by reference herein.
+Added: For the period covered by this Quarterly Report on Form 10-Q, no director or officer of the Company has entered into any (i)
+Added: contract, instruction or written plan for the purchase or sale of securities of the registrant intended to satisfy the affirmative
+Added: defense conditions of Rule
+Added: 10b5-1 (c) under the Exchange Act or (ii) any non-Rule
+Added: 10b5-1 trading arrangement.
Company has adopted insider trading policies and procedures governing the purchase, sale, and disposition of the Company’s securities
1 unchanged sentence
following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the SEC:
−Removed: of Amendment and Restatement (1)
+Added: Articles of Amendment and Restatement (1)
Articles of Amendment (2)
4 unchanged sentences
Bank National Association, as trustee (5)
−Removed: Second Supplemental Indenture, dated December 17, 2021, relating to the 6.00% Notes due 2026, by and between the Company and U.S.
−Removed: Bank National Association, as trustee (6)
+Added: Supplemental Indenture, dated December 17, 2021, relating to the 6.00% Notes due 2026, by and between the Company and U.S.
+Added: Bank National
+Added: Association, as trustee (6)
Form of 6.00% Notes due 2026 (incorporated by reference to Exhibit 4.2) (6)
Description of Securities (7)
+Added: Note Purchase Agreement, dated August 6, 2024, by and between the Registrant and the purchaser party thereto*
Certification of Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended*
2 unchanged sentences
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
+Added: Inline XBRL Instance Document
+Added: Inline XBRL Schema Document
+Added: Inline XBRL Calculation Link base Document
+Added: Inline XBRL Definition Link base Document
+Added: Inline XBRL Label Link base Document
+Added: Inline XBRL Presentation Link base Document
+Added: Cover Page Interactive Data File (embedded within the Inline XBRL document)
filed in connection with Pre-Effective Amendment No.
21 unchanged sentences
the undersigned, thereunto duly authorized.
−Removed: CAPITAL CORP.
+Added: SURO CAPITAL CORP.
President and Chief Executive Officer
5 unchanged sentences
registrant and in the capacities and on the dates indicated.
+Added: August 8, 2024
President and Chief Executive Officer
Executive Officer)
+Added: August 8, 2024
Allison Green
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.