Private Placement Form 8 K

Pursuant to a capital drawdown notice to its investors, Star Mountain Lower Middle-Market Capital Corp. (the "Company") issued and sold 717,570.919 shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), on September 17, 2024, for an aggregate offering price of $17,099,715.

The sales of Common Stock were made pursuant to subscription agreements entered into by the Company and its investors. Under the terms of the subscription agreements, investors are required to fund drawdowns to purchase shares of Common Stock up to the amount of their respective capital commitments on an as-needed basis with a minimum of eight business days' prior notice to the funding date.

Each of the sales of Common Stock is exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof and Regulation D thereunder. The Company has not engaged in general solicitation or advertising with regard to the issuance and sale of the Common Stock and has not offered securities to the public in connection with such issuance and sale. The Company relied, in part, upon representations from the investors in the subscription agreements that each investor was an accredited investor as defined in Regulation D under the Securities Act.