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): August 24, 2015
AUDAX CREDIT BDC INC.
(Exact name of registrant as specified in charter)
| Delaware | 000-55426 | 47-3039124 | ||
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 101 HUNTINGTON AVENUE | ||
| BOSTON, MASSACHUSETTS | 02199 | |
| (Address of principal executive office) | (Zip Code) |
(617) 859-1500
(Registrant’s telephone number, including area code)
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 Instruction 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)) |
Item 3.02 Unregistered Sales of Equity Securities
On August 10, 2015, Audax Credit BDC Inc. (the “Company”) delivered a capital drawdown notice to its investors relating to the sale of 1,166,489.93 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) for an aggregate offering price of $11 million. The sale closed on August 24, 2015.
The sale of Common Stock is being 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 10 calendar days’ prior notice to investors.
The issuance of the Common Stock is exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof. 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.
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.
|
Audax Credit BDC Inc. | ||||
| (Registrant) | ||||
| Date: August 25, 2015 | By: |
/s/ Richard T. Joseph | ||
| Richard T. Joseph | ||||
| Chief Financial Officer | ||||
| -2- |