S-8

Registration No. 333-

As filed with the Securities and Exchange Commission on November 21, 2022

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Great Elm Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware	85-3622015
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

800 South Street, Suite 230

Waltham, MA  02453

(Address of Principal Executive Offices) (Zip Code)

Great Elm Group, Inc.

Amended and Restated 2016 Long-Term Incentive Compensation Plan

(Full title of the plan)

Peter A. Reed

Chief Executive Officer

Great Elm Group, Inc.

800 South Street, Suite 230

Waltham, MA  02453

(Name and address of agent for service)

(617) 375-3006

(Telephone number, including area code, of agent for service)

Copies to:

Rory T. Hood

Jones Day

250 Vesey Street

New York, New York  10281

(212) 326-3939

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b‑2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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 7(a)(2)(B) of the Securities Act.  ☐

EXPLANATORY NOTE

This Registration Statement on Form S‑8 (this “Registration Statement”) is being filed by Great Elm Group, Inc., a Delaware corporation (the “Registrant”), pursuant to General Instruction E of Form S‑8 under the Securities Act of 1933, as amended (the “Securities Act”), to register an additional 2,900,000 shares of common stock, $0.001 par value (“Common Stock”), for issuance pursuant to the  Amended and Restated 2016 Long-Term Incentive Compensation Plan, as recently amended on November 21, 2022 (the “Plan”).  The contents of the Registrant’s Registration Statements on Form S‑8 filed with the Securities and Exchange Commission (the “SEC”) on December 29, 2020 (File No. 333-251800)  and November 22, 2021 (File No. 333-261272) relating to certain of the Registrant’s compensation plans, including the 2016 Long-Term Incentive Compensation Plan, are incorporated by reference into this Registration Statement, including all attachments and exhibits thereto, except to the extent supplemented, amended or superseded by the information set forth herein.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by the Registrant with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference in this Registration Statement:

a. The Registrant’s Annual Report on Form 10‑K for the year ended June 30, 2022, which includes audited financial statements for the Registrant’s latest fiscal year, filed with the SEC on September 12, 2022;

b. The Registrant’s Quarterly Report on Form 10-Q for the period ended September 30, 2022, filed with the SEC on November 14, 2022; and

c. The Registrant’s Current Reports on Form 8‑K, filed with the SEC on September 6, 2022, November 15, 2022 and November 21, 2022; and

d. The description of the Registrant’s Common Stock contained Exhibit 4.6 to the Registrant’s Current Report on Form 8-K, filed with the SEC on December 29, 2020, and any amendments and reports subsequently filed for the purposes of updating that description.

In addition, all documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents with the SEC. The Registrant will not, however, incorporate by reference in this Registration Statement any documents or portions thereof that are not deemed “filed” with the SEC, including any information furnished pursuant to Item 2.02 or Item 7.01 of the Registrant’s current reports on Form 8-K unless, and except to the extent, specified in such current reports.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, or in any other subsequently filed document that also is incorporated or deemed to be incorporated by reference herein, modifies or supersedes such prior statement.  Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 8. Exhibits.

Exhibit No.	Description of Exhibit
Exhibit 4.1	Certificate of Incorporation of the Registrant, dated October 23, 2020 (incorporated by reference as Exhibit 3.1 to the Form 8-K filed on December 29, 2020)
Exhibit 4.2	Amended and Restated Bylaws of the Registrant, dated November 14, 2022 (incorporated by reference as Exhibit 3.1 to the Form 8-K filed on November 15, 2022)
Exhibit 4.3	Form of the Registrant’s Common Stock Certificate (incorporated by reference Exhibit 4.1 to the Form 8-K filed on December 29, 2020)
Exhibit 4.4	Certificate of Designation of Series A Junior Participating Cumulative Preferred Stock of the Registrant, dated December 23, 2020 (incorporated by reference as Exhibit 4.2 to the Form 8-K filed on December 29, 2020)
Exhibit 4.5	Stockholders’ Rights Agreement, dated December 29, 2020, by and between the Registrant and Computershare Trust Company, N.A. (incorporated by reference as Exhibit 4.3 to the Form 8-K filed on December 29, 2020)
Exhibit 4.6	Form of 5.0% Convertible Senior PIK Notes due 2030 (incorporated by reference as Exhibit 4.4 to the Form 8-K filed on December 29, 2020)
Exhibit 4.7	Form of Amendment to 5.0% Convertible Senior PIK Notes due 2030 (incorporated by reference as Exhibit 4.1 to the Form 10-Q filed on May 14, 2021)
Exhibit 4.8	Registration Rights Agreement, dated as of February 26, 2020, by and between Great Elm Capital Group, Inc. and certain accredited investors party thereto (incorporated by reference as Exhibit 4.5 to the Form 8-K filed on December 29, 2020)
Exhibit 4.9	Description of Securities (incorporated by reference as Exhibit 4.7 to the Form 10-K filed on September 12, 2022)
Exhibit 4.10	Base Indenture, dated as of June 9, 2022, by and between Great Elm Group, Inc. and American Stock and Transfer & Trust Company, LLC, as Trustee (incorporated by reference to the Exhibit 4.1 to the Form 8-K filed on June 9, 2022)
Exhibit 4.11	First Supplemental Indenture, dated as of June 9, 2022, by and between Great Elm Group, Inc. and American Stock and Transfer & Trust Company, LLC, as Trustee (incorporated by reference to the Exhibit 4.2 to the Form 8-K filed on June 9, 2022)
Exhibit 4.12	Form of 7.25% Note Due 2027 (incorporated by reference to the Exhibit 4.3 to the Form 8-K filed on June 9, 2022)
Exhibit 5.1	Opinion of Jones Day
Exhibit 23.1	Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm
Exhibit 23.2	Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm
Exhibit 23.3	Consent of Jones Day (included in Exhibit 5.1)
Exhibit 24.1	Power of Attorney (included as part of the signature page to this Registration Statement)
Exhibit 99.1	Great Elm Group, Inc. Amended and Restated 2016 Long-Term Incentive Compensation Plan (As Amended, Effective November 21, 2022) (filed as Exhibit 10.1 to the Form 8-K filed on November 21, 2022 and incorporated herein by reference)
Exhibit 107	Filing Fee Table

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S‑8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Waltham, in the Commonwealth of Massachusetts, on November 21, 2022.

GREAT ELM GROUP, INC.
By:	/s/ Peter A. Reed
	Peter A. Reed
	Chief Executive Officer

POWER OF ATTORNEY

We, the undersigned officers and directors of Great Elm Group, Inc., hereby severally constitute and appoint Peter A. Reed and Brent J. Pearson, and each of them singly, our true and lawful attorneys, with full power to sign for us in our names in the capacities indicated below, any amendments to this Registration Statement on Form S‑8 (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and generally to do all things in our names and on our behalf in our capacities as officers and directors to enable Great Elm Group, Inc. to comply with the provisions of the Securities Act of 1933, as amended, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said Registration Statement and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on November 21, 2022.

Name	Title(s)
/s/ Peter A. Reed	Chief Executive Officer (Principal Executive Officer)
Peter A. Reed
/s/ Brent J. Pearson	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
Brent J. Pearson
/s/ Matthew A. Drapkin	Director
Matthew A. Drapkin
/s/ David Matter	Director
David Matter
/s/ James H. Hugar	Director
James H. Hugar
/s/ James P. Parmelee	Director
James P. Parmelee
/s/ Jason W. Reese	Director
Jason W. Reese
/s/ Eric J. Scheyer	Director
Eric J. Scheyer

EX-5.1

Exhibit 5.1

250 VESEY STREET  •  NEW YORK, NEW YORK  10281.1047

TELEPHONE: +1.212.326.3939 • JONESDAY.COM

November 21, 2022

Great Elm Group, Inc.

800 South Street, Suite 230

Waltham, Massachusetts 02453

Re: Registration Statement on Form S-8 Filed by Great Elm Group, Inc.

Ladies and Gentlemen:

We have acted as counsel for Great Elm Group, Inc., a Delaware corporation (the “Company”), in connection with the Company’s Amended and Restated 2016 Long-Term Incentive Compensation Plan, as amended, effective November 21, 2022 (the “Plan”). In connection with the opinion expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of such opinion. Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that the 2,900,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share, that may be issued or delivered and sold pursuant to the Plan and the authorized forms of stock option, restricted stock, restricted stock unit, performance units, performance shares, cash-based awards or other applicable award agreements thereunder (the “Award Agreements”) will be, when issued or delivered and sold in accordance with the Plan and the Award Agreements, validly issued, fully paid and nonassessable, provided that the consideration for the Shares is at least equal to the stated par value thereof.

The opinion expressed herein is limited to the General Corporation Law of the State of Delaware, as currently in effect, and we express no opinion as to the effect of the laws of any other jurisdiction on the opinion expressed herein. In addition, we have assumed that the resolutions authorizing the Company to issue or deliver and sell the Shares pursuant to the Plan and the Award Agreements will be in full force and effect at all times at which the Shares are issued or delivered and sold by the Company, and that the Company will take no action inconsistent with such resolutions. In rendering the opinion above, we have assumed that each award under the Plan will be approved by the Board of Directors of the Company (the “Board”) or an authorized committee of the Board.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement on Form S-8 filed by the Company to effect the registration of the Shares under the Securities Act of 1933 (the “Act”). In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,

/s/ Jones Day

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our report dated September 12, 2022 with respect to the consolidated financial statements of Great Elm Group, Inc. included in the Annual Report on Form 10-K for the year ended June 30, 2022, which are incorporated by reference in this Registration Statement. We consent to the incorporation by reference of the aforementioned report in this Registration Statement.

/s/ GRANT THORNTON LLP

Boston, Massachusetts

November 21, 2022

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 4, 2022 (April 19, 2022, as it relates to the inclusion of the critical audit matter in our report) relating to the financial statements of Great Elm Capital Corp., appearing in the Annual Report on Form 10-K of Great Elm Group, Inc. for the year ended June 30, 2022.

/s/ Deloitte & Touche LLP

Boston, MA

November 21, 2022

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

Great Elm Group, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1—Newly Registered Securities

	Security Type	Security Class Title	Fee Calculation Rule	Amount Registered(1)	Proposed Maximum Offering Price Per Unit(2)	Maximum Aggregate Offering Price(2)	Fee Rate	Amount of Registration Fee
Fees to Be Paid	Equity	Common stock, par value $0.001 per share	457(c) and 457(h)	2,900,000	$1.99	$5,771,000	$110.20 per $1,000,000	$635.97
	Total Offering Amounts					$5,771,000		$635.97
	Total Fee Offsets							—
	Net Fees Due							$635.97

⁽¹⁾ Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate number of additional shares of Common Stock that become issuable under the Plan by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of outstanding shares of the registrant’s Common Stock, as applicable.

⁽²⁾ Pursuant to Rule 457(h) of the Securities Act, the proposed maximum offering price per share is estimated solely for the purpose of calculating the amount of the registration fee. The proposed maximum offering price per share and aggregate offering price are based upon the average of the high and low prices for the registrant’s Common Stock as reported on the Nasdaq Global Select Market on November 15, 2022, in accordance with Rule 457(c) of the Securities Act.