Great Elm Group Files 8-K: Agreements, Equity Sales, Officer Changes

TL;DR

GEG dropped an 8-K: new deals, sold stock, exec shakeup. Watch this space.

AI Summary

Great Elm Group, Inc. filed an 8-K on August 27, 2025, reporting on several key events. These include entering into a material definitive agreement, unregistered sales of equity securities, and changes in directors or officers, including compensatory arrangements. The filing also covers other events and financial statements/exhibits.

Why It Matters

This 8-K filing signals significant corporate actions by Great Elm Group, including potential new agreements and equity transactions, which could impact its financial structure and leadership.

Risk Assessment

Risk Level: medium — The filing indicates material definitive agreements and unregistered sales of equity, which can introduce financial and operational risks.

Key Players & Entities

• Great Elm Group, Inc. (company) — Registrant
• August 27, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — ch registered Common stock, par value $0.001 per share GEG The Nasdaq Stock Market
• $2.25 — of the Securities Purchase Agreement of $2.25 per share, for an aggregate purchase pr
• $9,000,000 — are, for an aggregate purchase price of $9,000,000. The Shares were issued in a private pl
• $3.50 — of Common Stock at an exercise price of $3.50 per share with a ten-year term (the "Se
• $5.00 — of Common Stock at an exercise price of $5.00 per share with a ten-year term (the "Se

Filing Documents

• dp233519_8k.htm (8-K) — 35KB
• dp233519_ex9901.htm (EX-99.1) — 16KB
• image_001.jpg (GRAPHIC) — 5KB
• image_002.jpg (GRAPHIC) — 3KB
• 0000950103-25-010788.txt ( ) — 274KB
• geg-20250827.xsd (EX-101.SCH) — 4KB
• geg-20250827_def.xml (EX-101.DEF) — 26KB
• geg-20250827_lab.xml (EX-101.LAB) — 36KB
• geg-20250827_pre.xml (EX-101.PRE) — 25KB
• dp233519_8k_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Securities Purchase Agreement On August 27, 2025, Great Elm Group, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") with Woodstead Value Fund, L.P., a Texas limited partnership ( the "Purchaser"), pursuant to which the Purchaser purchased, and the Company issued, 4,000,000 shares (the "Shares") of the Company's common stock, par value $0.001 per share (the "Common Stock"), at a 20-day volume-weighted average price calculated at market close the business day prior to the date of the Securities Purchase Agreement of $2.25 per share, for an aggregate purchase price of $9,000,000. The Shares were issued in a private placement exempt from registration under Section 4(a)(2) and Rule 506(b) of Regulation D of the Securities Act of 1933. Pursuant to the registration rights covenant under the Securities Purchase Agreement, the Company has agreed to file a registration statement to register the resale from time to time of the Registrable Securities (as defined in the Securities Purchase Agreement) held by the Purchasers within one hundred and fifty days following the date of the Securities Purchase Agreement. The Company has also agreed to include the Registrable Securities in certain registration statements filed by the Company. The registration rights granted pursuant to the Securities Purchase Agreement will terminate upon the first to occur of (A) a registration statement with respect to the sale of such securities being declared effective by the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Securities Act") and such securities having been disposed of or transferred by the holder thereof in accordance with such effective registration statement, (B) such securities having been previously sold or transferred in accordance with Rule 144 (or another exemption from the registration requirements of the Securities A

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information set forth in Item 1.01 above is incorporated by reference into this Item 3.02.

02 Departure of Directors or Certain Officers; Election of

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Pursuant to the director appointment covenant under the Securities Purchase Agreement, on August 26, 2025, in accordance with the recommendation of the Nominating and Corporate Governance Committee (the "Nominating & Corporate Governance Committee") of the Board, the Board elected and approved Booker Smith to serve as a director, effective as of August 27, 2025, to serve until his successor is duly elected and qualified, or until the earlier of his death, resignation or removal. As of the time of this filing, the Board has not made a determination regarding the committees of the Board, if any, to which Mr. Smith will be appointed. Mr. Smith brings extensive experience across corporate credit and real estate investing. The Board has determined that Mr. Smith is an independent director as defined in Nasdaq Listing Rule 5605(a)(2). Mr. Smith shall receive compensation for his service on the Board and any of its committees in accordance with our non-employee director compensation program.

01 Other Events

Item 8.01 Other Events. On August 27, 2025, the Company issued a press release in connection with the issuance of the Shares and Warrants. A copy of the press release is filed as Exhibit 99.1 to this report.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 99.1 Press Release, dated August 27, 2025 104 The cover page from this Current Report on Form 8-K, formatted as inline XBRL

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. GREAT ELM GROUP, INC. Date: August 27, 2025 /s/ Keri A. Davis By: Keri A. Davis Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR