Item 1.01. Entry into a Material Definitive Agreement

Underwriting Agreement

On September 13, 2021, Hercules Capital, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") by and among the Company and Goldman Sachs & Co. LLC and SMBC Nikko Securities America, Inc., as representatives of the several underwriters named in Schedule A thereto, in connection with the issuance and sale of $325.0 million aggregate principal amount of the Company's 2.625% Notes due 2026 (the "Offering"). The closing of the Offering is expected to occur on September 16, 2021, subject to customary closing conditions.

The Offering was made pursuant to the Company's effective shelf registration statement on Form N-2 (Registration No. 333-231089) previously filed with the Securities and Exchange Commission (the "SEC") on April 29, 2019, as amended on April 30, 2019 and May 6, 2019 and as supplemented by a preliminary prospectus supplement dated September 13, 2021 and a final prospectus supplement dated September 13, 2021. 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.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 is hereby incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits



(d) Exhibits.



Exhibit Number                                  Description

1.1                      Underwriting Agreement, dated as of September 13, 2021, by
                       and among Hercules Capital, Inc. and Goldman Sachs  & Co. LLC
                       and SMBC Nikko Securities America, Inc., as representatives
                       of the several underwriters named in Schedule A thereto

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