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Item 5. Other Information

2024-11-08 compared with 2024-08-08 · 43 added, 66 removed, 35 unchanged (76% of the section changed)

Other Information

Entry into a Material Definitive Agreement

August 6, 2024, we entered into a Note Purchase Agreement (the “Note Purchase Agreement”), by and between the Company and

the purchaser identified therein (the “Purchaser”), pursuant to which we may issue up to a maximum of $75,000,000 in aggregate

principal amount of 6.50% Convertible Notes due 2029 (the “Convertible Notes”).

Pursuant to the Note Purchase Agreement,

we agreed to issue and sell, and the Purchaser agreed to purchase, up to $25,000,000 in aggregate principal amount of the Convertible

Notes (the “Initial Notes”).

Thereafter, upon the mutual agreement of the Company and the Purchaser, we may issue additional

Convertible Notes for sale in subsequent offerings (the “Additional Notes”), or issue additional notes with modified pricing

terms (the “New Notes”), in the aggregate for both the Additional Notes and the New Notes, up to a maximum of $50,000,000

in one or more private offerings.

The Purchaser will acquire, and we will issue, up to $25 million of the Initial Notes on or about August

14, 2024 (the “Initial Closing Date”), and thereafter at such time and date as the Purchaser and the Company mutually agree

to purchase and sell any Additional Notes.

Interest on the Convertible Notes will be paid quarterly in arrears on March 30, June 30,

September 30, and December 30, at a rate of 6.50% per year, beginning September 30, 2024.

The Convertible Notes will mature on August

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

of certain conditions.

The Convertible Notes will be convertible into shares of our common stock at the Purchaser’s sole discretion

at an initial conversion rate of 129.0323 shares of common stock per $1,000 principal amount of the Convertible Notes, subject to adjustment

as provided in the Note Purchase Agreement.

The net proceeds from the offering will be used to repay outstanding indebtedness, make investments

in accordance with our investment objective and investment strategy, and for other general corporate purposes.

The Note Purchase Agreement

includes customary representations, warranties, and covenants by the Company.

description above is qualified in its entirety by reference to the copy of the Note Purchase Agreement, which is filed as Exhibit 10.1

to this Quarterly Report on Form 10-Q.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

disclosure set forth above under Item 1.01 is incorporated by reference herein.

For 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 or written plan for the purchase or sale of securities of the registrant intended to satisfy the affirmative

defense conditions of Rule

10b5-1 (c) under the Exchange Act or (ii) any non-Rule

10b5-1 trading arrangement.

For 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 or written plan for the purchase or sale of securities of the registrant intended to satisfy the affirmative defense conditions

of Rule 10b5-1 (c) under the Exchange Act or (ii) any non-Rule 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:

Articles of Amendment and Restatement (1)

Articles of Amendment (2)

Articles of Amendment (3)

of Amendment and Restatement (1)

of Amendment (2)

of Amendment (3)

Articles of Amendment (4)

Second Amended and Restated Bylaws (4)

Amended and Restated Bylaws (4)

Indenture, dated March 28, 2018, by and between the Registrant and U.S.

Bank National Association, as trustee (5)

Supplemental Indenture, dated December 17, 2021, relating to the 6.00% Notes due 2026, by and between the Company and U.S.

Bank National

Association, as trustee (6)

Second Supplemental Indenture, dated December 17, 2021, relating to the 6.00% Notes due 2026, by and between the Company and U.S.

Bank National Association, as trustee(6)

Form of 6.00% Notes due 2026 (incorporated by reference to Exhibit 4.2) (6)

Description of Securities (7)

of Securities (7)

Note Purchase Agreement, dated August 6, 2024, by and between the Registrant and the purchaser party thereto (8)

Certification of Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended*

Certification of Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended*

Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

Certification

of Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended*

Certification

of Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended*

Certification

of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

Certification

of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

Inline XBRL Instance Document

4 unchanged sentences

Inline XBRL Presentation Link base Document

Cover Page Interactive Data File (embedded within the Inline XBRL document)

Cover Page Interactive Data File (embedded within the Inline XBRL

(1) Previously

filed in connection with Pre-Effective Amendment No.

2 to the Registrant’s Registration Statement on Form N-2 (File No.

filed on March 30, 2011, and incorporated by reference herein.

2 to the Registrant’s Registration

Statement on Form N-2 (File No.

333-171578), filed on March 30, 2011, and incorporated by

reference herein.

(2) Previously

filed in connection with the Registrant’s Current Report on Form 8-K (File No.

814-00852), filed on June 1, 2011, and incorporated

by reference herein.

filed on June 1, 2011, and incorporated by reference herein.

(3) Previously

filed in connection with the Registrant’s Current Report on Form 8-K (File No.

814-00852) filed on August 1, 2019, and incorporated

by reference herein.

filed on August 1, 2019, and incorporated by reference herein.

(4) Previously

filed in connection with the Registrant’s Current Report on Form 8-K (File No.

814-00852) filed on June 16, 2020, and incorporated

by reference herein.

filed in connection with the Registrant’s Registration Statement on Form N-2 (File No.

333-239681), filed on July 2, 2020,

and incorporated by reference herein.

filed on June 16, 2020, and incorporated by reference herein.

(5) Previously

filed in connection with the Registrant’s Registration Statement on Form N-2 (File

333-239681), filed on July 2, 2020, and incorporated by reference herein.

(6) Previously

filed in connection with the Registrant’s Current Report on Form 8-K (File No.

814-00852) filed on December 17, 2021, and incorporated

by reference herein.

filed on December 17, 2021, and incorporated by reference herein.

(7) Previously

filed in connection with the Registrant’s Annual Report on Form 10-K (File No.

814-00852) filed on March 11, 2022, and incorporated

by reference herein.

filed on March 11, 2022, and incorporated by reference herein.

(8) Previously filed in connection with the Registrant’s Quarterly

Report on Form 10-Q (File No.

814-00852) filed on August 8, 2024, and incorporated by reference herein.

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.

SURO CAPITAL CORP.

CAPITAL CORP.

President and Chief Executive Officer

5 unchanged sentences

registrant and in the capacities and on the dates indicated.

August 8, 2024

November 8, 2024

President and Chief Executive Officer

Executive Officer)

August 8, 2024

November 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.

What changed 10-Q

Item 5. Other Information