Amended Annual Report (10-k/a)
July 23 2021 - 5:08PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the Fiscal Year Ended December 31, 2020
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Commission file number: 000-56139
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TRINITY CAPITAL INC.
(Exact name of registrant as specified in its charter)
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Maryland
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35-2670395
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(State or other jurisdiction of incorporation or
organization)
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(IRS Employer Identification No.)
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1 N. 1st Street
3rd Floor
Phoenix, Arizona
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85004
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(Address of principal executive offices)
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(Zip Code)
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(480) 374-5350
(Registrant’s telephone number, including
area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.001 per share
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TRIN
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Nasdaq Global Select Market
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Securities
registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ¨ No x
Indicate by
check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ¨ No x
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by
check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405
of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes ¨ No ¨
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging
growth company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer
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¨
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Accelerated filer
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Non-accelerated filer
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x
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Smaller reporting company
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¨
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Emerging growth company
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x
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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. ¨
Indicate by
check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its
internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ¨
Indicate by
check mark whether the registrant is a shell Company (as defined in Rule 12b-2 of the Act). Yes ¨ No x
The aggregate market value of the common stock held by non-affiliates
of the registrant as of June 30, 2020 has not been provided because trading of the registrant’s common stock on the Nasdaq
Global Select Market did not commence until January 29, 2021.
As of March 3, 2021, the registrant had 26,415,275 shares of common
stock ($0.001 par value per share) outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive Proxy Statement for its
2021 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on April 28, 2021, are incorporated by reference
into Part III of this Annual Report on Form 10-K.
EXPLANATORY NOTE
Trinity Capital Inc. (the “Company”)
is filing this Amendment No. 1 (this “Amendment No. 1”) to amend its Annual Report on Form 10-K for the fiscal
year ended December 31, 2020 filed with the Securities and Exchange Commission (the “SEC”) on March 4, 2021 (the
“Original Form 10-K”). This Amendment No. 1 is being filed solely to refile the certification of the Company’s
principal financial officer required pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities and Exchange Act of
1934, as amended, which was included as Exhibit 31.2 to the Original Form 10-K, in order to correct certain clerical errors
contained in such originally filed certification.
Except as described above, this Amendment No. 1
does not modify or update any disclosure in, or exhibits to, the Original Form 10-K. Furthermore, this Amendment No. 1 does
not change any previously reported financial results, nor does it reflect any events occurring after the filing date of the Original Form 10-K.
This Amendment No. 1 should be read in conjunction with the Original Form 10-K and with the Company’s other filings with
the SEC subsequent to the filing date of the Original Form 10-K.
PART IV
Item 15. Exhibits and Financial Statement Schedules
The following exhibits are filed as part of this
Amendment No. 1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020:
* Filed herewith.
SIGNATURES
Pursuant to the requirements of Section 13
or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
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TRINITY CAPITAL INC.
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Dated: July 23, 2021
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By:
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/s/ Steven L. Brown
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Steven L. Brown
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Chairman and Chief Executive Officer
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(Principal Executive Officer)
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Dated: July 23, 2021
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By:
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/s/ David Lund
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David Lund
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Chief Financial Officer and Treasurer
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(Principal Financial and Accounting Officer)
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