UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM
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CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On December 11, 2024, Great Elm Capital Corp. (the “Company”) entered into a Share Purchase Agreement with Summit Grove Partners, LLC (the “Purchaser”), pursuant to which the Purchaser purchased, and the Company issued, 1,094,527 shares of the Company’s common stock, par value $0.01 (the “Shares”), at a current net asset value of $12.06 per share or an aggregate purchase price of $13,199,995.62.
The Purchaser is owned 25% by Great Elm Group, Inc. (“GEG”). Great Elm Capital Management, LLC (“GECM”), the investment manager of the Company, is a wholly-owned subsidiary of GEG.
The Common Stock was issued in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933 (the “Securities Act”).
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 above is incorporated by reference into this Item 3.02.
Item 8.01 Other Events.
On December 12, 2024, the Company issued a press release in connection with the issuance of the Shares. A copy of the press release is filed as Exhibit 99.1 to this report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed herewith:
| Exhibit Number | Description | |
| 10.1 | Share Purchase Agreement, dated December 11, 2024, by and between Great Elm Capital Corp. and Summit Grove Partners, LLC. | |
| 99.1 | Press Release, dated December 12, 2024. | |
| 104 | The cover page of this Current Report on Form 8-K, formatted as inline XBRL. |
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.
| GREAT ELM CAPITAL CORP. | ||
| Date: December 12, 2024 | /s/ Adam M. Kleinman | |
| By: | Adam M. Kleinman | |
| Title: | Chief Compliance Officer and Secretary | |