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____________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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):
August 29, 2025
____________________________
Great Elm Capital Corp.
(Exact name of Registrant as Specified in Its
Charter)
____________________________
|
Maryland
(State or Other Jurisdiction
of Incorporation) |
814-01211
(Commission File Number) |
81-2621577
(IRS Employer
Identification No.) |
| |
|
|
|
3801 PGA
Blvd., Suite 603
Palm Beach
Gardens, Florida
(Address
of Principal Executive Offices) |
|
33410
(Zip Code) |
____________________________
Registrant’s Telephone Number, Including Area Code:
(617) 375-3006
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | 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:
|
Title
of each class |
Trading
Symbol(s) |
Name
of each exchange on which registered |
| Common stock, $0.01 par value |
GECC |
Nasdaq Global Market |
| 5.875% Notes due 2026 |
GECCO |
Nasdaq Global Market |
| 8.75% Notes due 2028 |
GECCZ |
Nasdaq Global Market |
| 8.50% Notes due 2029 |
GECCI |
Nasdaq Global Market |
| 8.125% Notes due 2029 |
GECCH |
Nasdaq Global Market |
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. ¨
On August 29, 2025, Great Elm Capital Corp. (the “Company”)
caused (i) a notice (the “First Notice”) to be issued to the holders of its 8.75% Notes due 2028 (CUSIP No. 390320 802; NASDAQ:
GECCZ) (the “Notes”) regarding the Company’s exercise of its option to redeem $30 million aggregate principal amount
of the issued and outstanding Notes on September 30, 2025 (the “First Redemption Date”), pursuant to Section 1104 of the Indenture,
dated as of September 18, 2017 (the “Base Indenture”), by and between the Company and Equiniti Trust Company, LLC (f/k/a American
Stock Transfer & Trust Company, LLC), as trustee (the “Trustee”), and Section 1.01(h) of the Fifth Supplemental Indenture,
dated as of August 16, 2023 (the “Fifth Supplemental Indenture”), by and between the Company and the Trustee and (ii) a notice
(the “Second Notice”) to be issued to holders of the Notes regarding the Company’s exercise of its conditional option
to redeem an additional $10 million aggregate principal amount of the issued and outstanding Notes on September 30, 2025 (the “Second
Redemption Date”, together with the First Redemption Date, the “Redemption Dates”), pursuant to Section 1104 of the
Base Indenture and Section 1.01(h) of the Fifth Supplemental Indenture. The Second Notice is subject to the condition precedent that the
Company completes one or more financing transactions that generate net proceeds of at least $10 million (the “Financing Transactions”)
prior to the Second Redemption Date. At the Company’s discretion, the Second Redemption Date may be delayed until such time (including
more than 60 days after the date of the conditional notices to the holder of the Notes) as the Financing Transactions have been completed,
or the redemption of the Notes to be redeemed pursuant to the Second Notice may not occur and the notices to the holders of such Notes
may be rescinded if the Financing Transactions are not completed by the Second Redemption Date or by the date to which the Second Redemption
Date is delayed. Pursuant to both the First Notice and the Second Notice, the Notes will be redeemed at 100% of their principal amount,
plus accrued and unpaid interest thereon, if any, through, but excluding, the applicable Redemption Date. Interest is payable on the Notes
quarterly on March 31, June 30, September 30 and December 31 of each year, and the next scheduled Interest Payment Date for the Notes
is the Redemption Date. Accrued and unpaid interest on the Notes from June 30, 2025 to September 30, 2025 will be paid to the persons
in whose name the Notes are registered at the close of business on September 15, 2025, which is the Regular Record Date for such interest
payment. As such, the Company does not expect there to be any accrued and unpaid interest on the Notes as of September 30, 2025. If any
holders purchase the Notes after September 15, 2025 and before September 30, 2025, they will not be entitled to receive any accrued and
unpaid interest on the Notes unless the Notes are to be redeemed pursuant to the Second Notice and the Second Redemption Date is extended.
If the Second Redemption Date is extended, the Company will pay accrued and unpaid interest thereon from September 30, 2025 through, but
excluding, the Second Redemption Dated as so extended. Copies of the First Notice and the Second Notice are attached to this Current Report
on Form 8-K as Exhibits 99.1 and 99.2 and are incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| |
|
|
|
Exhibit
Number |
|
Description |
| 99.1 |
|
Notice of Redemption to Holders of the 8.75% Notes due 2028 |
| 99.2 |
|
Conditional Notice of Redemption to Holders of the 8.75% Notes due 2028 |
| 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: August 29, 2025 |
By: |
/s/ Keri A. Davis |
| |
Name: |
Keri A. Davis |
| |
Title: |
Chief Financial Officer |
