17 unchanged sentences
(c) Changes in Internal Control Over Financial Reporting
−Removed: There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fiscal quarter ended December 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: During the quarter ended December 31, 2021, we completed implementation of enhancements to the operating effectiveness of certain of our existing internal controls over the valuation of our portfolio company investments in successful remediation of the previously reported technical material weakness resulting from the delayed detection of the errors reported in the fiscal quarter ended June 30, 2021.
+Added: There were no other changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fiscal quarter ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Other Information
+Added: Item 1.01 Entry Into a Material Definitive Agreement
+Added: On and effective March 10, 2022, the Company entered into Amendment No.
+Added: 1 to the Second Amended and Restated Employment Agreement with Allison Green, the Company's Chief Financial Officer, Chief Compliance Officer, Treasurer and Corporate Secretary (the “Amendment”).
+Added: Certain material terms of the Amendment are described below in Item 5.02, which description is incorporated by reference into this Item 1.01.
+Added: Item 5.02 Departure of Directors or Certain Officers;
+Added: Election of Directors;
+Added: Appointment of Certain Officers Compensatory Arrangements of Certain Officers
+Added: On and effective March 10, 2022, the Company entered into the Amendment.
+Added: The Amendment modified the terms of the Second Amended and Restated Employment Agreement of Ms.
+Added: Green, dated April 26, 2021 (the “Prior Employment Agreement”), to (i) increase the annual base salary payable thereunder from $450,000 to $500,000, and (ii) increase the discretionary annual bonus that could be awarded to Ms.
+Added: Green by the Board of Directors from up to seventy percent (70%) to up to one hundred and twenty five percent (125%) of the Ms.
+Added: Green's then-effective base salary.
+Added: Other than the foregoing, no other terms of the Prior Employment Agreement have changed.
+Added: For a description of the material terms of the Prior Employment Agreement, please refer to the Company's Current Report on Form 8-K filed with the U.S.
+Added: Securities and Exchange Commission on April 28, 2021 and the Company's definitive proxy statement filed with the U.S.
+Added: Securities and Exchange Commission on April 30, 2021.
+Added: The Company has filed the Amendment as an exhibit to this Annual Report on Form 10-K.
+Added: The foregoing description of the Amendment is qualified in its entirety by reference to the text of the Amendment.
+Added: Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
36 unchanged sentences
Bank National Association, as trustee (6)
−Removed: 4.3 First Supplemental Indenture, dated March 28, 2018, relating to the 4.75% Convertible Senior Notes due 2023, by and between the Company and U.S.
+Added: 4.3 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 (7)
−Removed: 4.4 Form of 4.75% Convertible Senior Note due 2023 (incorporated by reference to Exhibit 4.
+Added: 4.4 Form of 6.00 % Note s due 202 6 (incorporated by reference to Exhibit 4.3) (7)
4.5 Description of Securities *
2 unchanged sentences
Amended and Restated 2019 Equity Incentive Plan (8)
−Removed: 10.3 F orm of SuRo Capital Corp.
+Added: 10.3 Form of SuRo Capital Corp.
Restricted Stock Agreement (Non-Employee Directors) (8)
−Removed: 10.4 F orm of SuRo Capital Corp.
+Added: 10.4 Form of SuRo Capital Corp.
Restricted Stock Agreement (Employees and Officers) (8)
−Removed: 10.5 F orm of SuRo Capital Corp.
+Added: 10.5 Form of SuRo Capital Corp.
Non-Qualified Stock Option Award (8)
−Removed: 10.6 Custody Agreement by and between the Company and U.S.
+Added: 10.6 Custody Agreement dated April 14, 2011 by and between the Company and U.S.
Bank National Association (9)
10.7 Form of Indemnification Agreement by and between the Company and each of its directors (1)
−Removed: 10.8 Amended and Restated Employment Agreement, dated April 28, 2020, by and between Sutter Rock Capital Corp.
−Removed: 10.9 Amended and Restated Employment Agreement, dated April 28, 2020, by and between Sutter Rock Capital Corp.
+Added: 10.8 Second A mended and Restated Employment Agreement, dated April 2 6 , 202 1 , by and between Sutter Rock Capital Corp.
+Added: 10.9 Second A mended and Restated Employment Agreement, dated April 2 6 , 202 1 , by and between Sutter Rock Capital Corp.
and Allison Green (10)
+Added: 10.10 Amendment No.
+Added: 1 to Second Amended and Restated Employment Agreement, dated March 10, 2022, by and between SuRo Capital Corp.
+Added: and Allison Green *
10.11 At-the-Market Sales Agreement dated as of July 29, 2020, by and among SuRo Capital Corp., BTIG LLC, JMP Securities LLC, and Ladenburg Thalmann & Co., Inc.
4 unchanged sentences
23.1 Consent of Marcum LLP *
−Removed: 23.2 Consent of Deloitte & Touche LLP *
31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended*
19 unchanged sentences
333-239681), filed on July 2, 2020 and incorporated by reference herein.
−Removed: (7) Previously filed in connection with Post-Effective Amendment No.
−Removed: 3 to the Registrant’s Registration Statement on Form N-2 (File No.
−Removed: 333-191307), filed on March 28, 2018, and incorporated herein by reference.
+Added: (7) Previously filed in connection with the Registrant's Current Report on Form 8-K (File No.
+Added: 814-00852) filed on December 17, 2021 and incorporated by reference herein.
(8) Previously filed in connection with the Registrant’s Registration Statement on Form S-8 (File No.
28 unchanged sentences
(Principal Executive Officer)
−Removed: March 12, 2021 By:
+Added: March 11, 2022
/s/ Allison Green
1 unchanged sentence
Chief Financial Officer, Chief Compliance Officer, Treasurer, and Corporate Secretary
+Added: (Principal Financial and Accounting Officer)
March 11, 2022 By:
7 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.