Private Placement - Form 8-K

On April 29, 2024, Stellus Private Credit BDC (the "Company") issued 414,531 common shares of beneficial interest (the "Shares") of the Company for an aggregate offering price of $6,325,743.09. No underwriting discounts or commissions have been or will be paid in connection with the sale of the Shares.

The sale of the Shares described made pursuant to subscription agreements entered into by the Company and its investors. The issuance and sale of the Shares are exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof and Regulation D thereunder.