Lafayette Square USA, Inc. 8-K

What Happened
Lafayette Square USA, Inc. filed an 8-K (Item 3.02) disclosing that on March 27, 2026 the company sold approximately 1.4 million shares of its common stock for aggregate proceeds of about $20.9 million. The sales were made under pre-existing subscription agreements pursuant to a drawdown notice previously delivered to investors.

Key Details

• Sale date: March 27, 2026.
• Shares sold: ~1.4 million common shares (par value $0.001).
• Proceeds: Approximately $20.9 million in aggregate offering price.
• Structure and exemption: Sales made under subscription agreements (drawdown funding up to investors’ capital commitments) and claimed exempt from registration under Section 4(a)(2) of the Securities Act and Regulation D, relying on investor representations that they are accredited investors.

Why It Matters
This filing notifies investors that the company raised additional capital through private sales of common stock rather than a public offering. The transaction increases shares outstanding and provides the company with roughly $20.9 million in cash proceeds under existing investor commitments. The offering was conducted under private-placement exemptions, meaning the shares were not registered for resale under the Securities Act and were sold to accredited investors per the subscription agreements.