Trinity Capital Inc. — Capital/Financing Update 2021

Mar 29, 2021

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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): March 23, 2021

TRINITY CAPITAL INC.

(Exact name of Registrant as Specified in Its Charter)

Maryland	814-01341	35-2670395
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

525 ​ ​
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):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 ☒

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. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class — Common Stock, par value $0.001 per share	​	TRIN	​	Nasdaq Global Select Market

Item 1.01. Entry into a Material Definitive Agreement.

On March 23, 2021, the Board of Directors of Trinity Capital Inc. (the “Company”) approved and adopted the Amended and Restated Distribution Reinvestment Plan (the “Amended DRIP”). Pursuant to the Amended DRIP, among other changes, dividends on fractional shares will be credited to each participant’s account with the plan’s administrator, and in the event of termination of a participant’s account under the plan, the plan’s administrator will adjust for any such undivided fractional interest in cash at the market value of the Company’s common stock at the time of termination. The Amended DRIP supersedes and replaces the Company’s current distribution reinvestment plan. The preceding summary of the Amended DRIP does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Distribution Reinvestment Plan, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Ugust 12
Exhibit Number	Description
10.1	Amended and Restated Distribution Reinvestment Plan

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.
​	​
March 29, 2021	By:	/s/ Steven L. Brown
​	​	Name:	Steven L. Brown
​	​	Title:	Chief Executive Officer