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):

 June 19, 2020

SURO CAPITAL CORP.

(Exact name of registrant as specified in its charter)

One Sansome Street

Suite 730

San Francisco, CA 94104

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (650) 235-4769

Sutter Rock Capital Corp.

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ¨

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. ¨

The Board of Directors of SuRo Capital Corp. (formerly known as Sutter Rock Capital Corp.) (the “Company”) previously approved, subject to the receipt of certain exemptive relief from the Securities and Exchange Commission (the “SEC”) and stockholder approval at the 2020 annual meeting of stockholders (the “Annual Meeting”), an amendment and restatement of the Company’s 2019 Equity Incentive Plan (the “Amended and Restated Equity Incentive Plan”). In accordance with the exemptive relief granted to the Company by the SEC on June 16, 2020 with respect to the Amended and Restated Equity Incentive Plan (the “Exemptive Relief”), the Company is generally authorized to (i) issue restricted shares as part of the compensation package for certain of its employees, officers and all directors, including non-employee directors (collectively, the “Participants”), (ii) withhold shares of the Company’s common stock (“Common Stock”) or purchase shares of Common Stock from the Participants to satisfy tax withholding obligations relating to the vesting of restricted shares or the exercise of options to acquire shares of Common Stock (“Options”) granted to the Participants pursuant to the Amended and Restated Equity Incentive Plan, and (iii) permit the Participants to pay the exercise price of Options granted to them with shares of Common Stock. Under the Amended and Restated Equity Incentive Plan, each non-employee director will receive an annual grant of $50,000 worth of restricted shares of Common Stock (based on the closing stock price of the Common Stock on the grant date). Each grant of $50,000 in restricted shares will vest if the non-employee director is in continuous service as a director of the Company through the anniversary of such grant (or, if earlier, the annual meeting of the Company’s stockholders that is closest to the anniversary of such grant).

On June 19, 2020 at the Annual Meeting, the Company's stockholders approved the Amended and Restated Equity Incentive Plan. A more detailed summary of the material terms of the Amended and Restated Equity Incentive Plan appear on pages 33 to 36 and 39 to 45 of the Company's Definitive Proxy Statement on Schedule 14A, which was filed with the SEC on April 29, 2020.

The foregoing description of the Amended and Restated Equity Incentive Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Equity Incentive Plan, the Form of SuRo Capital Corp. Restricted Stock Agreement, and the Form of SuRo Capital Corp. Non-Qualified Stock Option Award, copies of which are expected to be filed with the Company’s registration statement on Form S-8 and its Quarterly Report on Form 10-Q for the quarter ending June 30, 2020.

On June 19, 2020, the Company held its Annual Meeting. At the Annual Meeting, the Company’s stockholders voted on the following four proposals and cast their votes as described below.

On June 24, 2020, the Company issued a press release clarifying its name change from Sutter Rock Capital Corp. to SuRo Capital Corp. A copy of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K.

(d) Exhibits.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.