Item 1.01. Entry into a Material Definitive Agreement.
On
Sales of the Shares, if any, will be made under the prospectus supplement, dated
Under the terms of the Equity Distribution Agreement, the Sales Agents will receive a commission from the Company up to 1.50% of the gross sales price of any Shares sold through the Sales Agents under the Equity Distribution Agreement and reimbursement of certain expenses. The Equity Distribution Agreement contains customary representations, warranties and agreements of the Company, indemnification rights and obligations of the parties, and termination provisions.
Further details regarding the Equity Distribution Agreement and the "at-the-market" offering are set forth in the Prospectus Supplement.
The Shares, if any, will be offered, issued and sold pursuant to the Company's shelf registration statement on Form N-2 (File No. 333-253525) and the Prospectus.
The foregoing description of the Equity Distribution Agreement is not complete
and is qualified in its entirety by reference to the full text of the Equity
Distribution Agreement, a copy of which is attached hereto as Exhibit 10.1 and
is incorporated herein by reference. A copy of the opinion of
This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 5.1 Opinion ofEversheds Sutherland (US) LLP . 10.1 Equity Distribution Agreement, datedNovember 10, 2022 , by and amongFidus Investment Corporation, Fidus Investment Advisors, LLC, Raymond James & Associates, Inc. andB. Riley Securities, Inc. 23.1 Consent ofEversheds Sutherland (US) LLP (contained in Exhibit 5.1 hereto).
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