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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): September 10,
2025 (September 9, 2025)
Stellus
Capital Investment Corporation
(Exact Name of Registrant as Specified in Charter)
| Maryland |
|
814-00971 |
|
46-0937320 |
(State
or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
| |
|
4400
Post Oak Parkway, Suite
2200
Houston,
Texas |
|
77027 |
| (Address
of Principal Executive Offices) |
|
(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):
| ¨ | Written
communication 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
communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement
communication 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, 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
1.01. Entry into a Material Definitive Agreement.
On September 9, 2025,
Stellus Capital Investment Corporation (the “Company”) entered into an equity distribution agreement (the “Equity Distribution
Agreement”) with Keefe, Bruyette & Woods, Inc. and Raymond James & Associates, Inc., as sales agents
and/or principal thereunder (the “Sales Agents”). Under the Equity Distribution Agreement, the Company may, but has no obligation
to, issue and sell, from time to time, up to $100,000,000 in aggregate offering price of shares (the “Shares”) of its common
stock, par value $0.001 per share, through the Sales Agents, or to it, as principal for its own account. The Company intends to use the
net proceeds from this “at-the-market” offering to repay certain outstanding indebtedness and make investments in portfolio
companies in accordance with its investment objective and strategies.
Sales of the Shares, if any,
will be made under the prospectus supplement, dated September 9, 2025 (the “Prospectus Supplement”), as may be supplemented
from time to time, and the accompany prospectus, dated August 6, 2025 (together with the Prospectus Supplement, including any documents
incorporated or deemed to be incorporated by reference therein, the “Prospectus”) by any method permitted by law and deemed
to be part of an “at-the-market” offering as defined in Rule 415 under the Securities Act of 1933, as amended, including,
without limitation, sales made directly on or through the New York Stock Exchange, or similar securities exchange, or sales made to or
through a market maker other than on an exchange, at market prices prevailing at the time of sale, at prices related to prevailing market
prices or at other negotiated prices.
Under the terms of the Equity
Distribution Agreement, the Sales Agents will receive a commission from the Company equal to 1.5% of the gross sales price of any Shares
sold through the Sales Agents under the Equity Distribution Agreement and reimbursement of certain expenses. The Equity Distribution
Agreement contains customary representations, warranties and agreements of the Company, indemnification rights and obligations of the
parties, and termination provisions.
Further details regarding
the Equity Distribution Agreement and the “at-the-market” offering are set forth in the Prospectus filed by the Company
with the Securities and Exchange Commission on September 9, 2025.
The Shares, if any, will
be offered, issued and sold pursuant to the Company’s shelf registration statement on Form N-2 (File No. 333-288252),
the prospectus, dated August 6, 2025, contained therein, and the Prospectus Supplement.
The foregoing description
of the Equity Distribution Agreement is not complete and is qualified in its entirety by reference to the full text of the Equity Distribution
Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
This Current Report on Form 8-K
shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities
in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or other jurisdiction.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 5.1 |
|
Opinion
of Eversheds Sutherland (US) LLP. |
| 10.1 |
|
Equity
Distribution Agreement, dated September 9, 2025, by and among Stellus Capital Investment Corporation and Stellus Capital Management,
LLC, on the one hand, and Keefe, Bruyette & Woods, Inc. and Raymond James & Associates, Inc., on the
other hand. |
| 23.1 |
|
Consent
of Eversheds Sutherland (US) LLP (contained in Exhibit 5.1 hereto). |
| 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.
| Date: September 10, 2025 |
Stellus Capital Investment Corporation |
| |
|
| |
|
| |
By: |
/s/ W. Todd Huskinson |
| |
|
Name: W. Todd Huskinson |
| |
|
Title: Chief Financial Officer |
