Business Context and Reporting Period
This Form 8-K Current Report was filed by Great Elm Capital Corp. on June 21, 2024, with the report date finalized on June 24, 2024. The filing discloses a material definitive agreement involving a private placement of equity securities.
Key Financial Metrics and Transaction Details
The filing details a specific capital raise transaction rather than periodic financial performance metrics such as revenue or operating cash flow.
- Transaction Type: Private placement of common stock.
- Shares Issued: 997,506 shares.
- Price Per Share: $12.03 (based on current net asset value).
- Aggregate Purchase Price: $11,999,997.
- Purchaser: Prosper Peak Holdings, LLC (a special purpose vehicle owned 25% by Great Elm Group, Inc.).
- Regulatory Status: Issued under Section 4(a)(2) exemption of the Securities Act of 1933.
Material Changes Versus Prior Period
The filing does not provide comparative financial data (e.g., revenue or profit changes) against a prior period. The material change reported is the increase in outstanding common stock and the infusion of approximately $12 million in capital resulting from the June 21, 2024, Share Purchase Agreement.
Guidance, Outlook, and Risks
The filing does not contain forward-looking guidance, management commentary on future outlook, or specific risk factors beyond the standard disclosure of the unregistered sale of equity. The transaction was executed to raise capital, and a press release regarding the issuance was filed as an exhibit.
Key Facts for Investor Verification
- Verify the impact of the 997,506 new shares on existing shareholder dilution.
- Confirm the relationship between the Purchaser (Prosper Peak Holdings, LLC) and the Company's investment manager (Great Elm Capital Management, Inc.) via the common parent, Great Elm Group, Inc.
- Review the attached Share Purchase Agreement (Exhibit 10.1) for any specific covenants or restrictions associated with the new shares.
- Note that this filing does not contain updated quarterly financial statements; refer to the most recent 10-Q or 10-K for comprehensive financial health metrics.