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) reporting that on May 29, 2026 it issued and sold 45,586.975 Class I shares of common stock (par value $0.001) for an aggregate price of $1,064,000. The sales were made pursuant to subscription agreements as part of a capital drawdown to the company’s existing investors.

Key Details

• Issuance date: May 29, 2026.
• Shares issued: 45,586.975 Class I shares of common stock (par $0.001).
• Proceeds: $1,064,000 aggregate offering price.
• Sale terms: sold under subscription agreements (capital commitments/funding on as‑needed basis with minimum eight business days’ notice); sold to investors without general solicitation and relied on Section 4(a)(2) and Regulation D exemptions, with investor representations of accredited status.

Why It Matters
This filing documents a non‑public capital raise from existing investors rather than a public offering. The company raised $1.064 million through the issuance of newly issued common shares under its subscription agreements, which increases the company’s equity on a disclosed basis. The sale was exempt from registration and limited to accredited investors, indicating it was a private drawdown of committed capital rather than a marketed securities offering.