GEG Files Form D for $9M Rule 506(b) Private Placement, $270K Finders' Fee

Rhea-AI Filing Summary

Great Elm Group, Inc. filed a Form D for a Regulation D private offering under Rule 506(b). The issuer, a Delaware corporation formed in 2020 with its principal place at 3801 PGA Boulevard, Suite 603, Palm Beach Gardens, FL, reported a total offering size of $9,000,000, which the filing shows as fully sold ($9,000,000 sold; $0 remaining). The offering included equity and options/warrants to acquire other securities. One investor is listed as having invested. Sales commissions were reported as $0, and finders' fees were $270,000. Imperial Capital, LLC is named in the filing as a broker/dealer. The offering is not part of a business combination, is not intended to last more than one year, and the minimum investment accepted was reported as $0. The Form D was signed by President Adam Kleinman on 2025-08-28.

Positive

• Offering fully subscribed: The filing reports the entire $9,000,000 offering was sold.
• No proceeds to insiders: The company reported $0 of gross proceeds paid to executive officers, directors, or promoters.
• Broker-dealer engaged: Imperial Capital, LLC is named, indicating use of a registered intermediary for the placement.

Negative

• Highly concentrated investor base: Only 1 investor is reported, suggesting limited diversification of new capital.
• Finder's fees reported: $270,000 in finders' fees were paid, representing 3.0% of the offering size.

Insights

Securities Analyst

TL;DR: Routine Reg D raise of $9.0M under Rule 506(b), fully sold with limited investor count and a $270k finders' fee; not a material corporate event.

The filing indicates a completed private placement using Rule 506(b) totaling $9,000,000. The offering included equity and rights (options/warrants) and reports a single investor, which suggests concentrated ownership from this raise. Sales commissions are zero while finders' fees total $270,000, representing 3.0% of the offering. The use of a broker/dealer (Imperial Capital, LLC) is disclosed. There is no connection to a business combination and no proceeds paid to named insiders. Overall, the filing reads as a standard exempt offering with limited market impact absent further operational or governance disclosures.

Corporate Governance Expert

TL;DR: Governance disclosure shows named officers/directors and no insider payments from proceeds; limited investor breadth could affect shareholder dynamics.

The Form D lists multiple executive officers and directors at the issuer's Palm Beach Gardens address and confirms $0 of offering proceeds were used to pay any named officers, directors, or promoters. The small number of investors (one) and the complete sale of the $9M offering may concentrate influence with new investor(s). The filing does not indicate prospectus-like disclosures or investor protections beyond standard Reg D mechanics, so governance effects depend on subsequent agreements not included here.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

X None

Entity Type

0001831096

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Great Elm Group, Inc.

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

	Over Five Years Ago
X	Within Last Five Years (Specify Year)	2020
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Great Elm Group, Inc.
Street Address 1		Street Address 2
3801 PGA BOULEVARD		SUITE 603
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
PALM BEACH GARDENS	FLORIDA	33410	617-375-3006

3. Related Persons

Last Name	First Name	Middle Name
Reese	Jason
Street Address 1	Street Address 2
3801 PGA Boulevard	Suite 603
City	State/Province/Country	ZIP/PostalCode
Palm Beach Gardens	FLORIDA	33410

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Hugar	James
Street Address 1	Street Address 2
3801 PGA Boulevard	Suite 603
City	State/Province/Country	ZIP/PostalCode
Palm Beach Gardens	FLORIDA	33410

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Matter	David
Street Address 1	Street Address 2
3801 PGA Boulevard	Suite 603
City	State/Province/Country	ZIP/PostalCode
Palm Beach Gardens	FLORIDA	33410

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Scheyer	Eric
Street Address 1	Street Address 2
3801 PGA Boulevard	Suite 603
City	State/Province/Country	ZIP/PostalCode
Palm Beach Gardens	FLORIDA	33410

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Drapkin	Matthew
Street Address 1	Street Address 2
3801 PGA Boulevard	Suite 603
City	State/Province/Country	ZIP/PostalCode
Palm Beach Gardens	FLORIDA	33410

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Parmelee	James
Street Address 1	Street Address 2
3801 PGA Boulevard	Suite 603
City	State/Province/Country	ZIP/PostalCode
Palm Beach Gardens	FLORIDA	33410

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Nathan	Lloyd
Street Address 1	Street Address 2
3801 PGA Boulevard	Suite 603
City	State/Province/Country	ZIP/PostalCode
Palm Beach Gardens	FLORIDA	33410

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Smith	Booker
Street Address 1	Street Address 2
3801 PGA Boulevard	Suite 603
City	State/Province/Country	ZIP/PostalCode
Palm Beach Gardens	FLORIDA	33410

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Davis	Keri
Street Address 1	Street Address 2
3801 PGA Boulevard	Suite 603
City	State/Province/Country	ZIP/PostalCode
Palm Beach Gardens	FLORIDA	33410

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Milz	Nichole
Street Address 1	Street Address 2
3801 PGA Boulevard	Suite 603
City	State/Province/Country	ZIP/PostalCode
Palm Beach Gardens	FLORIDA	33410

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Kleinman	Adam
Street Address 1	Street Address 2
3801 PGA Boulevard	Suite 603
City	State/Province/Country	ZIP/PostalCode
Palm Beach Gardens	FLORIDA	33410

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

X

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-08-27				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
Imperial Capital, LLC	000043744
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
10100 Santa Monica Blvd., Suite 2400
City	State/Province/Country	ZIP/Postal Code
Los Angeles	CALIFORNIA	90067
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US
NEW JERSEY

13. Offering and Sales Amounts

Total Offering Amount	$9,000,000	USD	or Indefinite
Total Amount Sold	$9,000,000	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

1

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$0	USD	Estimate
Finders' Fees	$270,000	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
Great Elm Group, Inc.	/s/ Adam Kleinman	Adam Kleinman	President	2025-08-28

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

What was the total amount raised in Great Elm Group, Inc.'s (GEG) Form D filing?

The filing reports a total offering amount of $9,000,000, with $9,000,000 sold and $0 remaining.

Under which exemption did GEG file its Form D?

Great Elm Group, Inc. claimed an exemption under Rule 506(b) of Regulation D.

How many investors participated in the GEG offering?

The Form D shows 1 investor has invested in the offering.

Were any proceeds paid to executives or directors according to the filing?

No. The filing reports $0 of the gross proceeds were used to pay any executive officers, directors, or promoters.

What fees were disclosed in the GEG offering?

Sales commissions were reported as $0 and finders' fees were reported as $270,000.