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): December 15, 2020

TRINITY CAPITAL INC.

(Exact name of Registrant as Specified in Its Charter)

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):

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    x

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.    o

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

Item 1.01 – Entry into a Material Definitive Agreement.

On December 15, 2020, at the annual meeting of stockholders (the “Annual Meeting”), the stockholders of Trinity Capital Inc. (the “Company”) approved amending and restating the existing common stock registration rights agreement, dated as of January 16, 2020 (the “Existing Common Stock Registration Rights Agreement”). The amended and restated common stock registration rights agreement (the “Amended and Restated Common Stock Registration Rights Agreement”) is substantially the same as the Existing Common Stock Registration Rights Agreement, except that the registration deadline changed from December 31, 2020 to December 31, 2021. The Amended and Restated Common Stock Registration Rights Agreement became effective as of December 15, 2020.

The foregoing description of the Amended and Restated Common Stock Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Common Stock Registration Rights Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 5.07 – Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting on December 15, 2020 and submitted two matters to the vote of the stockholders. A summary of the matters voted upon by stockholders is set forth below.

1. Stockholders elected one member of the board of directors of the Company, to serve until the 2023 Annual Meeting of Stockholders and until his successor is duly elected and qualified. The following votes were taken in connection with this proposal:

2. Stockholders approved the amended and restated registration rights agreement related to the Company’s common stock based on the following votes:⁽¹⁾

Item 9.01 – Financial Statements and Exhibits.

(d) Exhibits

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.