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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): April 3, 2024
Stellus Capital Investment Corporation
(Exact Name of Registrant as Specified in Charter)
| Maryland |
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814-00971 |
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46-0937320 |
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(State or Other Jurisdiction
of Incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
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4400
Post Oak Parkway, Suite
2200
Houston,
Texas |
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77027 |
| (Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s Telephone Number, Including
Area Code: (713) 292-5400
Not applicable
(Former Name or Former Address, if Changed Since
Last Report)
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 (see General Instruction
A.2. below):
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¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨ |
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: |
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|
Title of each class |
Trading
Symbol(s) |
Name of each exchange on which registered |
| Common Stock, par value $0.001 per share |
SCM |
New York Stock Exchange |
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 4.01. |
Changes in Registrant’s Certifying Accountant. |
(a) Dismissal of independent registered public accounting
firm
On April 3, 2024 the Board
of Directors (the “Board”) of Stellus Capital Investment Corporation (the “Company”) dismissed Grant Thornton
LLP (“Grant Thornton”) as the Company’s independent registered public accounting firm effective immediately. The Board’s
decision to dismiss Grant Thornton was recommended by the Audit Committee of the Board (the “Audit Committee”).
The audit reports of Grant
Thornton on the Company’s financial statements as of and for the fiscal years ended December 31, 2022 and 2023 did not contain an
adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.
During the fiscal years ended December 31, 2022 and 2023, and through
April 3, 2024, there were no disagreements, as such term is described in Item 304(a)(1)(v) of Regulation S-K, promulgated under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), with Grant Thornton on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Grant Thornton,
would have caused it to make reference to the subject matter of such disagreements in connection with its reports, nor were there any
“reportable events”, as such term is described in Item 304(a)(1)(v) of Regulation S-K.
The Company provided Grant
Thornton with a copy of this Form 8-K prior to its filing with the Securities and Exchange Commission (the “SEC”) and requested
that Grant Thornton provide the Company with a letter addressed to the SEC stating whether it agrees with the above statements. A copy
of Grant Thornton’s letter, dated April 5, 2024, is attached as Exhibit 16.1 to this Form 8-K.
(b) Engagement of new independent registered
public accounting firm
On April 3, 2024, upon the
recommendation of the Audit Committee, the Board approved the engagement of Deloitte & Touche LLP (“Deloitte”) to serve
as the Company’s independent registered accounting firm to audit the Company’s consolidated financial statements for the fiscal
year ending December 31, 2024.
During the two most recent
fiscal years and through April 3, 2024, the date of the engagement of Deloitte, neither the Company nor any person on its behalf has consulted
with Deloitte with respect to either (i) the application of accounting principles to a specified transaction, either completed or proposed,
or the type of audit opinion that might be rendered on the Company’s consolidated financial statements or (ii) any matter that was
either the subject of a “disagreement” or a “reportable event” as such terms are described in Items 304(a)(1)(iv)
or 304(a)(1)(v), respectively, of Regulation S-K.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits:
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: April 5, 2024 |
STELLUS CAPITAL INVESTMENT CORPORATION |
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By: |
/s/ W. Todd Huskinson |
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W. Todd Huskinson |
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|
Chief Financial Officer |
