STONECASTLE FINANCIAL CORP. : Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits (form 8-K)

Published: 2021-10-21 16:51:12 ET BANX

Item 1.01 Entry into a Material Definitive Agreement.

On October 20, 2021, StoneCastle Financial Corp. entered into an At Market Issuance Sales Agreement with B. Riley Securities, Inc. (the "Agent") in connection with the issuance and sale of up to $30,000,000 of the Company's shares of common stock, from time to time, through the Agent as the Company's agent, in transactions deemed to be "at the market" as defined in Rule 415 under the Securities Act of 1933, as amended (the "Offering").

The Offering was made pursuant to the Company's registration statement on Form N-2 (File Nos. 333-251349; 811-22853), originally filed with the Securities and Exchange Commission (the "SEC") on December 14, 2020 and declared effective on May 28, 2021, a base prospectus dated May 26, 2021 and a prospectus supplement dated October 20, 2021.

The legal opinion, and the related consent, of Troutman Pepper Hamilton Sanders LLP relating to the issuance and sale of the shares of Common Stock issued in the Offering is filed as Exhibits 5.1 and 23.1 hereto, respectively.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the copy of the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

The Agreement has been filed with this Current Report on Form 8-K to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about the Company. The representations, warranties and covenants contained in the Agreement were made only for purposes of such agreement and as of specific dates and were solely for the benefit of the parties to such agreement.

On October 21, 2021, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

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.

--------------------------------------------------------------------------------