UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.03 – Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On June 14, 2023, the stockholders of Trinity Capital Inc. (the “Company”) approved a proposal to amend the Articles of Amendment and Restatement of the Company to declassify the Company’s Board of Directors (the “Board”), subject to a four-year sunset, at the Company’s 2023 Annual Meeting of Stockholders. Effective as of June 28, 2023, the Company amended its Articles of Amendment and Restatement to declassify the Company’s Board, subject to a four-year sunset. The Company effected the declassification of the Company’s Board by filing Articles of Amendment and Restatement (the “Amendment”) with the State Department of Assessments and Taxation of Maryland, a copy of which is filed as Exhibit 3.1 to this report and incorporated herein by reference.
Descriptions of the Amendment in this current report are qualified in their entirety by reference to a copy of such document that is filed as Exhibit 3.1 and incorporated by reference herein.
Item 8.01 – Other Events
On June 30, 2023, the Company issued a press release announcing an adjustment to the conversion rate for its 6.00% Convertible Notes due 2025. 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 | |
| 3.1 | Articles of Amendment and Restatement, effective June 28, 2023 | |
| 99.1 | Press Release dated June 30, 2023 |
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 hereunto duly authorized.
| Trinity Capital Inc. | |||
| June 30, 2023 | By: | /s/ Steven L. Brown | |
| Name: | Steven L. Brown | ||
| Title: | Chief Executive Officer | ||