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): ~~July~~May 1619, ~~2020~~2021

Venture Lending & Leasing VII, Inc.

(Exact name of registrant as specified in its charter)

MARYLAND

814-00969

45-5589518

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification No.)

104 La Mesa Drive, Suite 102, Portola Valley, CA 94028

(Address of principal executive offices, zip code)

Registrant’s telephone number, including area code: (650) 234-4300

(Former name or former address, if changed since last report): N/A

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:

q¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

q¨ Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12)

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

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

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

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

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. ¨

Item 15.0207 ~~Termination~~Submission of Matters to a ~~Material~~Vote ~~Definitive~~of ~~Agreement~~Security Holders.

OnThe ~~July~~annual ~~18,~~shareholder ~~2013,~~meeting ~~Venture Lending & Leasing VII, Inc.~~ (the “~~Fund~~Meeting”) ~~and~~of Venture Lending & Leasing VII, ~~LLC~~Inc. (the “~~LLC~~Fund”) ~~entered~~was ~~into~~held aon ~~syndicated~~May ~~loan agreement led by Wells Fargo~~19, ~~N.A. and Union Bank~~2021, ~~N.A. that established a secured revolving loan facility in an initial amount of up~~ to ~~$125,000,000~~consider and ~~the~~vote ~~option~~on ~~to request that~~ the ~~lenders~~election ~~providing~~of ~~such~~five ~~facility~~members ~~increase~~of the ~~borrowing~~Board ~~availability~~of ~~thereunder~~Directors toof ~~no more than $300,000,000 in~~ the ~~aggregate,~~Fund ~~as commitments might be obtained~~ (~~the~~Robert ~~“Loan~~J. ~~and~~Hutter, ~~Security~~John ~~Agreement”)~~W. ~~On November 7~~Glynn, ~~2014,~~Scott ~~the~~C. ~~Fund and the LLC entered into an agreement with Wells Fargo Bank~~Taylor, NRonald W.~~A.,~~ ~~Wells~~Swenson ~~Fargo Securities, LLC,~~ and ~~MUFG~~Maurice ~~Union Bank, N~~C.A. ~~that~~Werdegar) ~~amended~~ and ~~restated~~ the ~~Loan~~ratification ~~and~~of ~~Security~~the ~~Agreement~~appointment ~~and~~of ~~established~~Deloitte a& ~~secured,~~Touche ~~syndicated~~LLP ~~revolving~~as ~~credit~~the ~~facility~~Fund’s inindependent anregistered ~~initial~~public ~~amount~~accounting offirm upfor tothe ~~$255,000,000~~fiscal ~~(the~~year ~~“Amended~~ending ~~and~~on ~~Restated~~December ~~Agreement”)~~31, 2021.

On ~~October~~April 302, ~~2017~~2021, the ~~Fund~~record ~~and~~date for the ~~LLC~~Meeting, ~~entered~~there ~~into~~were an100,000 ~~agreement~~shares ~~with~~of ~~Wells~~Common ~~Fargo Bank~~Stock, N$.~~A.,~~001 ~~Wells~~par ~~Fargo~~value ~~Securities,~~(“Shares”) ~~LLC,~~of ~~MUFG~~the ~~Union~~Fund ~~Bank,~~outstanding Nand entitled to vote.A. 100% of the Shares are owned by the Fund’s sole shareholder, ~~and~~Venture ~~ING~~Lending ~~Capital~~& Leasing VII, LLC (the “LLC”), ~~with~~the ~~participation~~members ~~from~~of ~~Capital~~which ~~One,~~(“Members”) ~~N.A.~~have pass-through voting rights such that the LLC, ~~Bank~~as the sole shareholder of ~~America~~the ~~N.A.~~Fund, ~~ZB,~~may ~~N.A.,~~take ~~doing~~no ~~business~~action as ~~California~~shareholder ~~Bank~~of &the ~~Trust,~~Fund ~~East~~without ~~West~~first ~~Bank,~~securing ~~First~~the ~~Bank,~~approval ~~and~~of ~~Bank~~the ~~Leumi~~Members. The ~~USA,~~election ~~that~~of ~~(i)~~each ~~reduced~~of the ~~size~~nominated directors required the prior approval of the ~~facility~~holders toof ~~$200,000,000,~~at ~~and~~least ~~(ii)~~a ~~amended~~plurality of the ~~interest~~outstanding ~~rate~~shares ~~options~~of ~~and~~membership ~~commitment~~interest ~~fee~~of the LLC (the “~~First~~LLC ~~Amendment~~Shares”). ~~The~~and ~~First~~ratification ~~Amendment~~of ~~has~~the aappointment ~~term~~ of ~~three~~Deloitte ~~years~~& ~~and~~Touche ~~will~~LLP ~~expire~~as onthe ~~October~~Fund’s ~~30,~~independent ~~2020.~~registered Atpublic ~~its~~accounting ~~option,~~firm for the ~~Fund~~fiscal ~~may~~year ~~reduce~~ending ~~the~~on ~~lenders’~~December ~~commitments~~31, ~~established~~2021 inrequired the ~~First~~prior ~~Amendment~~approval byof ~~$5,000,000~~at orleast ~~more~~a ~~once~~majority ~~each~~of ~~calendar~~the ~~month~~outstanding LLC Shares.

~~The~~Three ~~Fund~~hundred ~~reduced~~fifty five thousand one hundred and seventy five (355,175) out of 375,000 total outstanding LLC Shares, or 94.71% of the ~~credit~~LLC ~~facility~~Shares, were cast in favor of the ~~ordinary~~election ~~course~~of each of ~~business~~the tofive ~~reflect~~members of the ~~needs~~Board of Directors and in favor of the ratification of the appointment of Deloitte & Touche LLP as the Fund’s ~~from~~independent ~~2018~~registered ~~through~~public ~~2020~~accounting firm for the fiscal year ending on December 31, 2021. No LLC Shares were cast against or withheld for either of the proposals presented at the Meeting. Consequently, the LLC cast 100% of the Shares in favor of approval of both of the proposals presented at the Meeting.

The Fund paid off the remaining $4.2 million outstanding debt under the facility on July 8, 2020. The Fund notified the lenders of its intention to permanently reduce its aggregate commitments to zero, terminating the debt facility effective July 16, 2020.

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.

VENTURE LENDING & LEASING VII, INC.

(Registrant)

By: /s/ Maurice C. Werdegar	~~By: /s/ Judy N. Bornstein~~	By: /s/ Judy N. Bornstein
Maurice C. Werdegar	~~Judy N. Bornstein~~	Judy N. Bornstein
Chief Executive Officer	~~Chief Financial Officer~~	Chief Financial Officer
Date: July 17, 2020	Date: July 17, 2020
Date: May 25, 2021		Date: May 25, 2021

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