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):

August 7, 2014

TICC CAPITAL CORP.

(Exact name of registrant as specified in its charter)

Maryland	000-50398	20-0188736
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

8 Sound Shore Drive, Suite 255

Greenwich, CT 06830

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (203) 983-5275

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:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition

On August 7, 2014, TICC Capital Corp. issued a press release announcing its financial results for the quarter ended June 30, 2014. The text of the press release is included as an exhibit to this Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(a)

Not applicable.

(b)

Not applicable.

(c)

Not applicable.

(d)

Exhibits.

Exhibit No.	Description

99.1	Press release dated August 7, 2014

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.

Date: August 7, 2014	TICC CAPITAL CORP.


	By:	/s/ Saul B. Rosenthal
		Saul B. Rosenthal
		President

Exhibit 99.1

TICC Announces Results of Operations for the Quarter Ended June 30, 2014 and

Announces Quarterly Distribution of $0.29 per Share

GREENWICH, CT – 08/07/2014 – TICC Capital Corp. (NasdaqGS: TICC) announced today its financial results for the quarter ended June 30, 2014, and a distribution of $0.29 per share for the third quarter of 2014.

HIGHLIGHTS

For the quarter ended June 30, 2014, we recorded net investment income of approximately $17.4 million, or approximately $0.29 per share. Excluding the impact of a capital gains incentive fee accrual reversal of approximately $856,000, our core net investment income⁽¹⁾ was approximately $16.6 million, or approximately $0.28 per share. In the second quarter, we also recorded net realized capital losses of approximately $7.8 million and net unrealized appreciation of approximately $3.5 million (which includes the reversal of net unrealized depreciation associated with the second quarter realization events). In total, we had a net increase in net assets resulting from operations of approximately $13.1 million or approximately $0.22 per share for the second quarter.

Total investment income for the second quarter of 2014 amounted to approximately $29.9 million, which represents an increase of approximately $1.3 million from the first quarter of 2014.

For the quarter ended June 30, 2014, we recorded investment income from our portfolio as follows:

approximately $13.3 million from our debt investments,

approximately $14.8 million from our collateralized loan obligation (“CLO”) equity investments, and

approximately $1.8 million from all other sources.

Our weighted average credit rating on a fair value basis was 2.1 at the end of the second quarter of 2014 (compared to 2.2 at the end of the first quarter of 2014).

Our operating expenses before the capital gains incentive fee for the quarter ended June 30, 2014 were approximately $13.4 million, up from the first quarter of 2014 by approximately $0.3 million.

The capital gains incentive fee accrual calculation for the quarter ended June 30, 2014, resulted in an accrual reversal of approximately $856,000. The capital gains incentive fee accrual, as reported under generally accepted accounting principles, is calculated on the basis of net realized and unrealized gains and losses at the end of each period. The accrued capital gains incentive fee related to the hypothetical liquidation of the portfolio (and assuming no other changes in realized or unrealized gains and losses) would only have become payable on June 30, 2014 to our investment adviser in the event of a complete liquidation of our portfolio as of period end and the termination of our Investment Advisory Agreement (“Advisory Agreement”).

The amount of the capital gains incentive fee, if any, which will actually be payable is determined in accordance with the terms of our Advisory Agreement and is calculated as of the end of each calendar year (or upon termination of the Advisory Agreement). The terms of our Advisory Agreement state that the capital gains incentive fee calculation is based on net realized gains, if any, offset by gross unrealized depreciation for the calendar year. No effect is given to gross unrealized appreciation in this calculation.

Our Board of Directors has declared a distribution of $0.29 per share for the third quarter of 2014.

Payable Date: September 30, 2014

Record Date: September 16, 2014

During the second quarter of 2014, we made approximately $178.3 million in additional investments. The additional investments consisted of approximately $152.2 million in corporate securities and $26.1 million in CLO equity.

For the second quarter of 2014, we received proceeds of approximately $150.0 million from repayments, sales and amortization payments on our debt investments.

As of June 30, 2014, the weighted average yield of our income producing investments on a cost basis was approximately 12.2%, compared with 12.9% as of March 31, 2014. At June 30, 2014, we did not have any investments on non-accrual status.

As of June 30, 2014, net asset value per share was $9.71 compared with the net asset value per share as of March 31, 2014 of $9.78.

⁽¹⁾ Supplemental Information Regarding Core Net Investment Income

On a supplemental basis, we provide information relating to core net investment income, which is a non-GAAP measure. This measure is provided in addition to, but not as a substitute for, net investment income. Core net investment income represents net investment income excluding our capital gains incentive fee. As the capital gains incentive fee, for generally accepted accounting purposes, is based on the hypothetical liquidation of the entire portfolio (and as any capital gains incentive fee may be non-recurring), we believe that core net investment income is a useful indicator of operations exclusive of any capital gains incentive fee. We note that such amount is excluded from the core net investment income amount presented below.

The following table provides a reconciliation of net investment income to core net investment income for the three months ended June 30, 2014:


	Three Months Ended June 30, 2014
	Amount			Per Share Amounts
Net investment income	$	17,416,580		$	0.29
Capital gains incentive fee		(856,158	)		(0.01	)

Core net investment income	$	16,560,422		$	0.28

We will host a conference call to discuss our second quarter results today, Thursday, August 7, 2014 at 10:00 AM ET. Please call 888-339-0740 to participate. A replay of the conference call will be available for approximately 30 days. The replay number is 877-344-7529, and the replay passcode is 10050587.

A presentation containing further detail regarding our year-end and quarterly results of operations has been posted under the Investor Relations section of our website at www.ticc.com.

The following financial statements are unaudited and without footnotes. Readers who would like additional information should obtain our Form 10-K for the period ended December 31, 2013, and subsequent reports on Form 10-Q as they are filed.

TICC CAPITAL CORP.

CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES (UNAUDITED)

	June 30, 2014			December 31, 2013

ASSETS

Non-affiliated/non-control investments (cost: $950,865,080 @ 6/30/14; $901,728,071 @ 12/31/13)	$	965,358,205		$	915,546,744
Affiliated investments (cost: $4,166,699 @ 6/30/14; $0 @ 12/31/13)		4,183,399			0
Control investments (cost: $16,900,000 @ 6/30/14; $16,900,000 @ 12/31/13)		15,310,000			16,050,000
Total investments at fair value (cost: $971,931,779 @ 6/30/14;
$918,628,071 @ 12/31/13)		984,851,604			931,596,744
Cash and cash equivalents		18,095,424			14,933,074
Restricted cash		44,447,219			32,428,248
Deferred debt issuance costs		7,358,099			7,985,580
Interest and distributions receivable		10,969,146			11,133,972
Securities sold not settled.		2,226,747			-
Other assets		249,851			88,122
Total assets		1,068,198,090		$	998,165,740

LIABILITIES

Accrued interest payable	$	2,548,702		$	2,596,893
Investment advisory fee payable to affiliate		6,871,124			7,144,480
Accrued capital gains incentive fee to affiliate		837,963			3,872,853
Securities purchased not settled		20,890,000			6,994,852
Accrued expenses		846,203			637,896
Notes payable - TICC CLO LLC, net of discount		100,119,968			100,041,226
Notes payable - TICC CLO 2012-1 LLC, net of discount		235,853,314			235,635,114
Convertible senior notes payable		115,000,000			115,000,000
Total liabilities		482,967,274			471,923,314

COMMITMENTS AND CONTINGENCIES (Note 14)

NET ASSETS
Common stock, $0.01 par value, 100,000,000 shares authorized, and 60,267,093 and
53,400,745 issued and outstanding, respectively		602,671			534,007
Capital in excess of par value		628,766,245			561,336,766
Net unrealized appreciation on investments		12,919,825			12,968,673
Accumulated net realized losses on investments		(54,169,239	)		(45,439,234	)
Distributions in excess of investment income		(2,888,686	)		(3,157,786	)
Total net assets		585,230,816			526,242,426
Total liabilities and net assets	$	1,068,198,090		$	998,165,740
Net asset value per common share	$	9.71		$	9.85

TICC CAPITAL CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

			Three Months Ended June 30, 2014		Three Months Ended June 30, 2013		Six Months Ended June 30, 2014		Six Months Ended June 30, 2013

INVESTMENT INCOME
From non-affiliated/non-control investments:
	Interest income - debt investments		$	12,964,092	$	12,391,438	$	25,622,320	$	24,295,115
	Distributions from securitization vehicles and equity investments		14,825,186		10,665,842		29,876,421		19,419,046
	Commitment, amendment fee income and other income		1,785,193		2,002,842		2,390,812		2,717,358
	Total investment income from non-affiliated/non-control investments		29,574,471		25,060,122		57,889,553		46,431,519
From affiliated investments:
	Interest income - debt investments		14,703		-		14,703		-
	Distributions from equity investments		-		-		-		-
	Total investment income from affiliated investments		14,703		-		14,703		-
From control investments:
	Interest income - debt investments		345,564		364,022		687,330		724,084
	Distributions from equity investments		-		-		-		-
	Total investment income from control investments		345,564		364,022		687,330		724,084
	Total investment income		29,934,738		25,424,144		58,591,586		47,155,603
EXPENSES
	Compensation expense		511,370		303,338		926,573		614,403
	Investment advisory fees		5,441,325		4,882,271		10,397,971		8,979,742
	Professional fees		267,505		450,985		997,943		1,088,173
	Interest expense and other debt financing expenses		4,933,738		4,724,471		9,841,386		9,003,298
	General and administrative		790,578		624,902		1,183,256		912,943
	Total expenses before incentive fees		11,944,516		10,985,967		23,347,129		20,598,559
	Net investment income incentive fees		1,429,800		1,382,031		3,104,579		2,634,341
	Capital gains incentive fees		(856,158)		(2,899,772)		(3,034,889)		(2,684,418)
	Total incentive fees		573,642		(1,517,741)		69,690		(50,077)
	Total expenses		12,518,158		9,468,226		23,416,819		20,548,482
Net investment income			17,416,580		15,955,918		35,174,767		26,607,121

Net change in unrealized appreciation on investments
	Non-affiliated/non-control investments		(2,347,521)		(16,391,566)		(3,236,229)		(12,776,898)
	Affiliated investments		16,700		-		16,700		-
	Control investments		5,873,068		-		3,170,681		-
	Total net change in unrealized appreciation on investments		3,542,247		(16,391,566)		(48,848)		(12,776,898)

Net realized (losses) gains on investments
	Non-affiliated/non-control investments		(2,558,205)		1,892,644		(3,465,167)		8,468,819
	Affiliated investments		(5,264,838)		-		(5,264,838)		-
	Control investments		-		-		-		-
	Total realized (losses) gains on investments		(7,823,043)		1,892,644		(8,730,005)		8,468,819

Net increase in net assets resulting from operations			$	13,135,784	$	1,456,996	$	26,395,914	$	22,299,042

Net increase in net assets resulting from net investment income per
	common share:
		Basic	$	0.29	$	0.30	$	0.61	$	0.54
		Diluted	$	0.27	$	0.28	$	0.58	$	0.51
Net increase in net assets resulting from operations per
	common share:
		Basic	$	0.22	$	0.03	$	0.46	$	0.45
		Diluted	$	0.21	$	0.05	$	0.45	$	0.44
Weighted average shares of common stock outstanding:
		Basic	60,214,211		52,544,803		57,311,454		49,075,486
		Diluted	70,247,363		62,577,955		67,344,606		59,108,638

Dividends Declared Per Share			$	0.29	$	0.29	$	0.58	$	0.58

TICC CAPITAL CORP.

FINANCIAL HIGHLIGHTS (UNAUDITED)

	Three Months Ended June 30, 2014 (unaudited)			Three Months Ended June 30, 2013 (unaudited)			Six Months Ended June 30, 2014 (unaudited)			Six Months Ended June 30, 2013 (unaudited)
Per Share Data
Net asset value at beginning of period	$	9.78		$	10.02		$	9.85		$	9.90
Net investment income⁽¹⁾		0.29			0.30			0.61			0.54
Net realized and unrealized capital gains⁽²⁾		(0.07	)		(0.27	)		(0.15	)		(0.09	)
Total from net investment operations		0.22			0.03			0.46			0.45
Distributions per share from net investment income		(0.29	)		(0.29	)		(0.58	)		(0.58	)
Distributions based on weighted average share impact		—			(0.01	)		(0.02	)		(0.03	)
Total distributions⁽³⁾		(0.29	)		(0.30	)		(0.60	)		(0.61	)
Effect of shares issued, net of offering expenses		—			—			—			0.01
Net asset value at end of period	$	9.71		$	9.75		$	9.71		$	9.75
Per share market value at beginning of period	$	9.78		$	9.95		$	10.34		$	10.12
Per share market value at end of period	$	9.90		$	9.62		$	9.90		$	9.62
Total return⁽⁴⁾		4.19	%		(0.40	)%		1.47	%		0.78	%
Shares outstanding at end of period		60,267,093			52,632,665			60,267,093			52,632,665
Ratios/Supplemental Data
Net assets at end of period (000’s)		585,231			513,343			585,231			513,343
Average net assets (000’s)		587,170			523,048			559,935			488,381
Ratio of expenses to average net assets:
Expenses before incentive fees⁽⁵⁾		8.14	%		8.40	%		8.34	%		8.44	%
Net investment income incentive fees⁽⁵⁾		0.97	%		1.06	%		1.11	%		1.08	%
Capital gains incentive fees⁽⁵⁾		(0.58	)%		(2.22	)%		(1.09	)%		(1.10	)%
Total ratio of expenses to average net assets⁽⁵⁾		8.53	%		7.24	%		8.36	%		8.42	%

Ratio of expenses, excluding interest expense, to average net assets⁽⁵⁾		5.17	%		3.63	%		4.85	%		4.73	%
Ratio of net investment income to average net assets⁽⁵⁾		11.86	%		12.20	%		12.56	%		10.90	%

⁽¹⁾

Represents per share net investment income for the period, based upon average shares outstanding.

⁽²⁾

Net realized and unrealized capital gains include rounding adjustments to reconcile change in net asset value per share.

⁽³⁾

Management monitors available taxable earnings, including net investment income and realized capital gains, to determine if a tax return of capital may occur for the year. To the extent the Company’s taxable earnings fall below the total amount of the Company’s distributions for that fiscal year, a portion of those distributions may be deemed a tax return of capital to the Company’s stockholders. The tax character of distributions will be determined at the end of the fiscal year.

⁽⁴⁾

Total return equals the increase or decrease of ending market value over beginning market value, plus distributions, divided by the beginning market value, assuming dividend reinvestment prices obtained under the Company’s dividend reinvestment plan, excluding any discounts. Total return is not annualized.

⁽⁵⁾

Annualized.

About TICC Capital Corp.

TICC Capital Corp. is a publicly-traded business development company principally engaged in providing capital to established businesses, investing in syndicated bank loans and purchasing debt and equity tranches of collateralized loan obligations. Companies interested in learning more about financing opportunities should contact Debdeep Maji at (203) 983-5285.

Forward-Looking Statements

This press release contains forward-looking statements subject to the inherent uncertainties in predicting future results and conditions. Any statements that are not statements of historical fact (including statements containing the words "believes," "plans," "anticipates," "expects," "estimates" and similar expressions) should also be considered to be forward-looking statements. Certain factors could cause actual results and conditions to differ materially from those projected in these forward-looking statements. These factors are identified from time to time in our filings with the Securities and Exchange Commission. We undertake no obligation to update such statements to reflect subsequent events.

Contact:

Bruce Rubin 203-983-5280