Business Context and Reporting Period
Company: Great Elm Capital Corp.
Filing Type: Form 8-K (Current Report)
Date of Report: August 27, 2025
Event: Entry into a Material Definitive Agreement and Unregistered Sales of Equity Securities.
Key Financial Metrics and Transaction Details
This filing reports a specific capital raise event rather than periodic financial performance metrics (revenue, profit, cash flow, or margins are not disclosed in this document).
- Transaction Type: Private placement of common stock.
- Purchaser: Poor Richard LLC (an affiliate of Booker Smith).
- Shares Issued: 1,290,000 shares of Common Stock ($0.01 par value).
- Price Per Share: $11.65.
- Aggregate Purchase Price: $15,028,500.
- Regulatory Status: Exempt from registration under Section 4(a)(2) and Rule 506(b) of Regulation D.
Material Changes and Agreements
The primary material change is the execution of a Stock Purchase Agreement on August 27, 2025. Key terms include:
- Registration Rights: The Company agreed to file a registration statement for the resale of the shares within 150 days of the agreement date.
- Termination of Rights: Registration rights will terminate upon the earlier of: (A) an effective SEC registration statement with subsequent disposal; (B) sale under Rule 144; (C) eligibility for unrestricted resale under Rule 144; or (D) the securities ceasing to be outstanding.
- Documentation: The full Stock Purchase Agreement is to be filed as an exhibit to the Form 10-Q for the quarter ending September 30, 2025.
Guidance, Outlook, and Risks
Management Commentary: The filing confirms the issuance of shares and the associated press release (Exhibit 99.1) but does not provide forward-looking guidance, outlook, or specific management commentary on future operations beyond the transaction details.
Risks and Contingencies: The filing does not explicitly list new risks or contingencies. The transaction relies on specific exemptions from the Securities Act of 1933.
Investor Verification Checklist
- Verify the final closing of the $15,028,500 transaction and the receipt of funds.
- Monitor the filing of the registration statement for the resale of the 1,290,000 shares within the 150-day window (by late January 2026).
- Review the full Stock Purchase Agreement when filed as an exhibit to the Q3 2025 Form 10-Q for additional covenants or restrictions.
- Confirm the impact of this issuance on the Company's total share count and potential dilution to existing shareholders.