Great Elm Capital (NASDAQ: GECC) sells 1.29M new shares privately

Rhea-AI Filing Summary

Great Elm Capital Corp. entered into a Stock Purchase Agreement with Poor Richard LLC, an affiliate of Booker Smith, for a private sale of new common shares. The purchaser bought 1,290,000 shares of common stock at $11.65 per share, providing the company with aggregate gross proceeds of $15,028,500. The shares were issued in a private placement relying on exemptions under Section 4(a)(2) and Rule 506(b) of Regulation D.

As part of the deal, Great Elm Capital agreed to file a registration statement to allow the resale of the purchaser’s securities from time to time, within one hundred and fifty days after the agreement date, and to include these securities in certain future registration statements. These registration rights end once the securities are either sold under an effective registration statement or Rule 144, become freely resalable under Rule 144 without restrictions, or are no longer outstanding.

Insights

Credit & equity capital markets analyst

Great Elm raises $15.0M via a targeted private equity placement with resale registration rights.

Great Elm Capital Corp. issued 1,290,000 common shares at $11.65 per share to Poor Richard LLC, generating gross proceeds of $15,028,500. This is a direct equity capital infusion, which increases cash but also adds to the share count. The pricing is explicitly stated, indicating a negotiated transaction rather than a market-determined follow-on.

The purchaser received registration rights, including a covenant that Great Elm will file a resale registration statement within one hundred and fifty days of the August 27, 2025 agreement and may include these securities in other registration statements. Once effective or when Rule 144 conditions are met, the investor will have multiple avenues to sell. Actual market impact will depend on how and when any resale activity occurs and on future company disclosures around use of proceeds and capital strategy.

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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 27, 2025

GREAT ELM CAPITAL CORP.
(Exact name of Registrant as Specified in Its Charter)

Maryland	814-01211	81-2621577
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3801 PGA Boulevard, Suite 603 Palm Beach Gardens, FL	33410
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (617) 375-3006

N/A
(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:

☐ 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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Stock Purchase Agreement

On August 27, 2025, Great Elm Capital Corp. (the “Company”) entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with Poor Richard LLC, a Delaware limited liability company (the “Purchaser”), an affiliate of Booker Smith, pursuant to which the Purchaser purchased, and the Company issued, 1,290,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), at a price of $11.65 per share, for an aggregate purchase price of $15,028,500. The Shares were issued in a private placement exempt from registration under Section 4(a)(2) and Rule 506(b) of Regulation D of the Securities Act of 1933.

Pursuant to the registration rights covenant under the Stock Purchase Agreement, the Company has agreed to file a registration statement to register the resale from time to time of the Registrable Securities (as defined in the Stock Purchase Agreement) held by the Purchasers within one hundred and fifty days following the date of the Stock Purchase Agreement. The Company has also agreed to include the Registrable Securities in certain registration statements filed by the Company. The registration rights granted pursuant to the Stock Purchase Agreement will terminate upon the first to occur of (A) a registration statement with respect to the sale of such securities being declared effective by the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”) and such securities having been disposed of or transferred by the holder thereof in accordance with such effective registration statement, (B) such securities having been previously sold or transferred in accordance with Rule 144 (or another exemption from the registration requirements of the Securities Act), (C) such securities becoming eligible for resale without volume or manner-of-sale restrictions and without current public information requirements pursuant to Rule 144 or (D) such securities are no longer outstanding.

The foregoing summary of the Stock Purchase Agreement is qualified in its entirety by reference to the Stock Purchase Agreement which will be filed as an exhibit to our quarterly report on Form 10-Q for the quarter ending September 30, 2025.

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 August 27, 2025, 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.

Exhibit No.		Description
99.1		Press Release, dated August 27, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

Dated: August 27, 2025		GREAT ELM CAPITAL CORP.
		By:	/s/ Keri A. Davis
			Name: Keri A. Davis
			Title: Chief Financial Officer

FAQ

What did Great Elm Capital Corp. (GECC) announce in this 8-K?

Great Elm Capital Corp. reported that it entered into a Stock Purchase Agreement under which Poor Richard LLC purchased 1,290,000 shares of its common stock in a private placement.

How much capital did GECC raise in the private stock sale?

The company issued 1,290,000 common shares at $11.65 per share, resulting in aggregate gross proceeds of $15,028,500.

Who bought the newly issued GECC shares and what is their affiliation?

The shares were purchased by Poor Richard LLC, a Delaware limited liability company that is an affiliate of Booker Smith.

How were the GECC shares issued without SEC registration?

The shares were issued in a private placement exempt from registration under Section 4(a)(2) and Rule 506(b) of Regulation D of the Securities Act of 1933.

What registration rights did GECC grant to the purchaser of the shares?

Great Elm Capital agreed to file a registration statement within 150 days of the Stock Purchase Agreement to register the resale of the purchaser’s Registrable Securities, and to include them in certain other registration statements.

When do the registration rights for the new GECC shares end?

The registration rights terminate once the securities are sold under an effective registration statement, sold under Rule 144 or another exemption, become freely resalable under Rule 144 without restrictions, or are no longer outstanding.

Did GECC issue a press release about this private placement?

Yes. Great Elm Capital issued a press release on August 27, 2025 regarding the issuance of the shares, which is filed as Exhibit 99.1 to the report.