Stellus Private Credit BDC Announces $10M Unregistered Share Sale

What Happened
Stellus Private Credit BDC filed an 8-K (Item 3.02) reporting that on September 15, 2026 it delivered a capital drawdown notice to investors for the sale of 661,378 common shares of beneficial interest for an aggregate price of $10,000,000. The sale is expected to close on or about September 29, 2026. The shares are being sold under subscription agreements with the Company and the issuance is being conducted as an unregistered offering under Section 4(a)(2) and Regulation D of the Securities Act of 1933.

Key Details

• Shares to be issued: 661,378 common shares of beneficial interest.
• Aggregate offering price: $10,000,000.
• Timing: Capital drawdown notice delivered Sept 15, 2026; expected close on or about Sept 29, 2026.
• Terms: Sold pursuant to subscription agreements; investors fund drawdowns up to their capital commitments with a minimum of 10 business days’ prior notice. No underwriting discounts or commissions will be paid.

Why It Matters
This filing notifies investors of a planned equity issuance that will increase the company’s outstanding shares by 661,378 once issued and raises $10.0 million in capital. The sale is an exempt, private placement under Regulation D (not a registered public offering), which is common for drawdowns under BDC subscription agreements. Investors should note the timing, size, and exempt status of the offering when considering potential impacts on share count and capital available to the company.