Star Mountain Lower Middle-Market Capital Corp 8-K

What Happened
Star Mountain Lower Middle-Market Capital Corp filed an 8-K (Item 3.02) to report that it issued and sold 204,258.012 shares of its common stock on December 19, 2025, for an aggregate price of $4,845,000. The shares were sold pursuant to subscription agreements under a capital drawdown notice to the company’s investors. The company relied on exemptions from registration under Section 4(a)(2) of the Securities Act and Regulation D, and notes it did not use general solicitation.

Key Details

• Issued 204,258.012 shares of common stock on December 19, 2025.
• Aggregate proceeds: $4,845,000.00.
• Sales made under existing subscription agreements and a capital drawdown process (investors fund up to their capital commitments with at least eight business days’ prior notice).
• Offering exempt from registration under Section 4(a)(2) and Regulation D; investors represented they are accredited and no public solicitation was used.

Why It Matters
This filing confirms the company raised $4.845M of committed capital through a private drawdown, providing liquidity under its existing investor commitments. For shareholders, the issuance increases the number of outstanding shares and can dilute per-share metrics (earnings, NAV, etc.). The transaction was completed under private placement rules (Regulation D) and not offered to the general public.