ArrowMark Financial Corp. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On December 18, 2025, ArrowMark Financial Corp. (NASDAQ: BANX) (the “Company”), a closed-end investment company, entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain investors named therein (the “Investors”), relating to a direct public offering (the “Offering”) of 673,249 shares of the Company’s common stock (“Common Stock”). The offering price is $22.28 per share of Common Stock. The shares are expected to be delivered on December 19, 2025.
The Offering was made pursuant to the Company’s registration statement on Form N-2/A (File Nos. 333-281004; 811-22853), originally filed with the Securities and Exchange Commission (the “SEC”) on July 24, 2024 and declared effective on February 18, 2025, a base prospectus dated February 18, 2025 and a prospectus supplement dated December 18, 2025.
The legal opinion, including the related consent, of Troutman Pepper Locke LLP relating to the issuance and sale of the shares of Common Stock issued in the Offering is filed as Exhibit 5.1 hereto.
The proceeds from the Offering were approximately $14,999,987.72, exclusive of legal and administrative expenses associated with the transaction. The transaction date for the purchase and sale of Common Stock was December 18, 2025 and shares of Common Stock are expected to be delivered on December 19, 2025.
The foregoing description of the Securities Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the copy of the Securities Purchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
The Securities Purchase 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 Securities Purchase 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.
| Item 8.01 | Other Events. |
On December 18, 2025, 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. |
(d) 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.
| ARROWMARK FINANCIAL CORP. | ||
| Date: December 18, 2025 | ||
| By: | /s/ Patrick J. Farrell | |
| Name: | Patrick J. Farrell | |
| Title: | Chief Financial Officer | |