UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 18, 2020

Franklin BSP Capital Corporation

(Exact name of Registrant as Specified in Its Charter)

Registrant’s telephone number, including area code: (212) 588-6700

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

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 Instruction 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. x

The information required by Item 1.01 contained in Item 3.02 of this Current Report on Form 8-K is incorporated herein by reference.

On December 22, 2020, the Company delivered a drawdown notice to investors relating to the sale of approximately 1.33 million shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) for an aggregate offering price of $20 million. The sale is expected to close on January 7, 2021.

The sale of Common Stock was made pursuant to the subscription agreements (collectively, the “Subscription Agreements”) entered into with certain investors in connection with the initial closing of capital commitments to purchase Common Stock on December 18, 2020. Pursuant to the their respective Subscription Agreements, each Investor is required to fund drawdowns to purchase shares of Common Stock up to the amount of their respective capital commitments on an as-needed basis upon a minimum of 10 business days’ prior notice to the Investors at a per share price that is not less than the net asset value per share of Common Stock to be acquired.

The issuance of the Common Stock is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof and Regulation D thereunder. The Company relied, in part, upon representations from investors in the relevant Subscription Agreements that each Investor is an “accredited investor,” as defined in Regulation D under the Securities Act.

The description above is only a summary of the material provisions of the Subscription Agreements and is qualified in its entirety by reference to a copy of the form of Subscription Agreement, which is filed as Exhibit 10.7 to the Company’s Registration Statement on Form 10 (File No. 000-56205) filed on September 23, 2020 and incorporated herein by reference.

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 hereunto duly authorized.