Item 1.01. Entry into a Material Definitive Agreement.
On August 29, 2022, Stellus
Capital Investment Corporation (the “Company”) entered into an amended and restated 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 $50,000,000 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 August 29, 2022 (the “Prospectus Supplement”), as may be supplemented
from time to time, and the accompany prospectus, dated August 22, 2022 (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 August 29, 2022.
The Shares, if any, will be
offered, issued and sold pursuant to the Company’s shelf registration statement on Form N-2 (File No. 333-265695), the
prospectus, dated August 22, 2022, 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.