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COMMON STOCK
 9 Months Ended
Sep. 30, 2026
Equity [Abstract]  
COMMON STOCK

NOTE 5—COMMON STOCK

 

Share Repurchase Program

 

On August 8, 2017, the Company announced a $5.0 million discretionary open-market share repurchase program of shares of the Company’s common stock, $0.01 par value per share, of up to $5.0 million until the earlier of (i) August 6, 2018 or (ii) the repurchase of $5.0 million in aggregate amount of the Company’s common stock (the “Share Repurchase Program”). Following several intervening approvals from the Company’s Board of Directors to increase the amount of shares of the Company’s common stock that may be repurchased under the discretionary Share Repurchase Program and/or to extend the Share Repurchase Program to later expiration dates, on October 29, 2025, the Company’s Board of Directors authorized an extension, and increase in the amount of common shares that may be purchased under, of the Company’s discretionary Share Repurchase Program until the earlier of (i) October 31, 2026 or (ii) the repurchase of $64.3 million in aggregate amount of the Company’s common stock.

 

The timing and number of shares to be repurchased will depend on a number of factors, including market conditions and alternative investment opportunities. The Share Repurchase Program may be suspended, terminated or modified at any time for any reason and does not obligate the Company to acquire any specific number of shares of its common stock. Under the Share Repurchase Program, the Company may repurchase its outstanding common stock in the open market, provided that it complies with the prohibitions under its insider trading policies and procedures and the applicable provisions of the 1940 Act and the Exchange Act.

 

During the nine months ended September 30, 2026 and 2025, the Company did not repurchase any shares of the Company’s common stock under the Share Repurchase Program. As of September 30, 2026, the dollar value of shares that remained available to be purchased by the Company under the Share Repurchase Program was approximately $25.0 million.

 

Second Amended and Restated 2019 Equity Incentive Plan

 

The Second Amended and Restated 2019 Equity Incentive Plan was terminated on June 15, 2026, along with the Amended and Restated 2019 Equity Incentive Plan, and on August 14, 2026, the Company filed Post-Effective Amendment No. 1 to its registration statement on Form S-8 (File No. 333-287921) to deregister all shares of common stock that remained unissued under the Second Amended & Restated 2019 Equity Incentive Plan. Refer to “Note 11—Stock-Based Compensation” for a description of the Company’s restricted shares of common stock granted under the Second Amended & Restated 2019 Equity Incentive Plan (as defined therein).

 

At-the-Market Offering

 

On July 29, 2020, the Company established an “at-the-market” offering (the “ATM Program”) pursuant to an At-the-Market Sales Agreement dated July 29, 2020 (as amended on September 23, 2020 and November 8, 2024, the “Sales Agreement”) with BTIG LLC, Citizens JMP Securities, LLC (f/k/a JMP Securities LLC), Ladenburg Thalmann & Co. Inc. and Barrington Research Associates, Inc. (collectively, the “Agents”). Under the Sales Agreement, the Company may, but has no obligation to, issue and sell up to $150.0 million in aggregate amount of shares of its common stock (the “Shares”) from time to time through the Agents or to them as principal for their own account. The Company intends to use the net proceeds from the ATM Program to make investments in portfolio companies in accordance with its investment objective and strategy and for general corporate purposes.

 

Sales of the Shares, if any, will be made by any method that is deemed to be an “at-the-market” offering as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made directly on the Nasdaq Global Select Market 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. Actual sales in the ATM Program will depend on a variety of factors to be determined by the Company from time to time.

 

The Agents will receive a commission from the Company equal to up to 2.0% of the gross sales price of any Shares sold through the Agents under the Sales Agreement and reimbursement of certain expenses. The Sales Agreement contains customary representations, warranties and agreements of the Company, conditions to closing, indemnification rights and obligations of the parties and termination provisions.

 

 

NEOSTELLAR CAPITAL CORP. AND SUBSIDIARIES

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2026

 

Sales of Shares under the ATM Program may be made only pursuant to an effective registration statement and a related prospectus supplement. On July 31, 2026, the Company filed a shelf registration statement on Form N-2 (File No. 333-297852) with the SEC, which, as amended, was declared effective by the SEC on September 30, 2026. Pursuant to the new registration statement, the Company may offer, from time to time in one or more offerings, up to $500,000,000 of its common stock, preferred stock, subscription rights to purchase shares of its common stock, debt securities, or warrants representing rights to purchase shares of its common stock, preferred stock or debt securities. Fees and expenses incurred in connection with the registration statement are recorded as deferred financing costs. Refer to “Note 2—Significant Accounting Policies—Deferred Financing Costs.”

 

During the three and nine months ended September 30, 2026, the Company did not issue or sell Shares under the ATM Program. During the three and nine months ended September 30, 2025, the Company sold 1,230,984 Shares under the ATM Program. As of September 30, 2026, up to approximately $87.9 million in aggregate amount of the Shares remain available for sale under the ATM Program.

 

The following table summarizes certain information relating to shares sold under the ATM Program:

                 
   Three Months Ended September 30,   Nine Months Ended September 30, 
   2026   2025   2026   2025 
Number of shares sold   —    1,230,984    —    1,230,984 
Gross proceeds received  $—   $10,813,144   $—   $10,813,144 
Net proceeds received  $—   $10,614,761   $—   $10,614,761 
Weighted average price per share  $—   $8.78   $—   $8.78