Remora Capital Corp

8-K · ea0293125-8k_remora.htm iXBRL

0002045370

 2026-06-01
 2026-06-01

 iso4217:USD

 xbrli:shares

 iso4217:USD

 xbrli:shares

  

  

  

 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 WASHINGTON,
D.C. 20549

  

  

  

 FORM
 8-K

  

  

  

 CURRENT
REPORT

 Pursuant
to Section 13 or 15(d)

 of
the Securities Exchange Act of 1934

  

 Date
of Report (Date of earliest event reported): June 2, 2026 ( June 1, 2026 )

  

  

  

 Remora Capital Corporation

 (Exact
name of Registrant as Specified in Its Charter)

  

  

  

 Maryland

  
 814-01897
  
 33-2299238

 (State or Other Jurisdiction

 of Incorporation)

  
 (Commission
 File Number)
  
 (IRS Employer

 Identification No.)

  

 3200 West End Avenue , Suite 500 , Nashville , TN
  
 37203

 (Address
 of Principal Executive Offices)
  
 (Zip
 Code)

  

 Registrant’s
Telephone Number, Including Area Code: ( 615 ) 380-1095

  

 Not
Applicable

 (Former
Name or Former Address, if Changed Since Last Report)

  

  

  

 Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instructions A.2. below):

  

 ☐  
 Written communications pursuant
 to Rule 425 under the Securities Act (17 CFR 230.425)

  
  

 ☐
 Soliciting material pursuant to Rule 14a-12 under the
 Exchange Act (17 CFR 240.14a-12)

  
  

 ☐
 Pre-commencement communications pursuant to Rule 14d-2(b)
 under the Exchange Act (17 CFR 240.14d-2(b))

  
  

 ☐
 Pre-commencement communications pursuant to Rule 13e-4(c)
 under the Exchange Act (17 CFR 240.13e-4(c))

  

 Securities
registered pursuant to Section 12(b) of the Act:

  

 Title
 of each class
  
 Trading
 Symbol(s)
  
 Name
 of each exchange on which registered

 None
  
 None
  
 None

  

 Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2
of the Securities Exchange Act of 1934. Emerging growth company ☒

  

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

  

  

  

  

  

  

 Item 3.02. Unregistered Sale of Equity Securities.

  

 On
June 1, 2026, Remora Capital Corporation (the “Company”) issued 440,241.448 shares of common stock (the “Shares”)
of the Company for an aggregate offering price of $4,376,000. 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.

  

 1

  

  

 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.

  

  
 Remora
 Capital Corporation

  
  
  

 Date:
 June 2, 2026
 By:
 /s/
 Daniel Mafrice

  
  
 Name: 
 Daniel Mafrice

  
  
 Title:
 President and Chief Executive Officer

  

 2