Stellus Private Credit BDC 8-K

What Happened

• Stellus Private Credit BDC filed an 8-K (Item 3.02) reporting that on April 17, 2026 it delivered a capital drawdown notice to investors to sell 660,941 common shares of beneficial interest for an aggregate offering price of $10,000,000. The sale is expected to close on or about May 1, 2026.
• The shares are being issued pursuant to existing subscription agreements with the Company’s investors under the Company’s capital commitment framework; investors fund drawdowns as needed with at least 10 business days’ prior notice. The issuance is being made without underwriting discounts or commissions.

Key Details

• Shares to be sold: 660,941 common shares.
• Aggregate offering price: $10,000,000.
• Notice delivered: April 17, 2026; expected close: on or about May 1, 2026.
• Exemption: Issuance and sale exempt from SEC registration under Section 4(a)(2) and Regulation D; sold under subscription agreements with no underwriting fees.

Why It Matters

• This is a private capital raise from the fund’s existing investors (a capital call), not a public registered offering, so it won’t involve underwriters and is being completed under exemption rules.
• The transaction increases the Company’s outstanding common shares and raises $10M in cash that can be used for investments, operations, or other corporate needs. Investors should note timing, potential dilution, and that the sale follows the Company’s pre-existing capital commitment process.