Item 1.01. Entry into a Material Definitive Agreement





Underwriting Agreement

On January 11, 2021, Stellus Capital Investment Corporation (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") by and among the Company, Stellus Capital Management, LLC and Raymond James & Associates, Inc., in connection with the issuance and sale of $100.0 million aggregate principal amount of the Company's 4.875% Notes due 2026 (the "Offering"). The closing of the Offering is expected to occur on January 14, 2021, subject to customary closing conditions.

The Offering was made pursuant to the Company's effective shelf registration statement on Form N-2 (Registration No. 333-231111) previously filed with the Securities and Exchange Commission (the "SEC"), as supplemented by a preliminary prospectus supplement dated January 11, 2021, a final prospectus supplement dated January 11, 2021, and the pricing term sheet filed with the SEC on January 11, 2021. 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.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



Exhibit
Number    Description

  1.1       Underwriting Agreement, dated as of January 11, 2021, by and among
          Stellus Capital Investment Corporation, Stellus Capital Management, LLC
          and Raymond James & Associates, Inc.

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