As filed with the Securities and Exchange Commission
on August 25, 2025
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
Tender Offer Statement Under Section 14(d)(1)
or 13(e)(1)
of the Securities Exchange Act of 1934
HERZFELD CREDIT INCOME FUND, INC.
(Name of Subject Company (Issuer))
Herzfeld Credit Income Fund, Inc.
(Name of Filing Person (Issuer))
Common Stock, par value $0.001
(Title of Class of Securities)
42804T106
(CUSIP Number of Securities)
Thomas K. Morgan
Herzfeld Credit Income Fund, Inc.
119 Washington Avenue,
Suite 504
Miami Beach, Florida
33139
Telephone: (305) 777-1660
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on
Behalf of the Person(s) Filing Statement)
With a Copy to:
| |
John P. Falco,
Esq.
Troutman Pepper
Hamilton Sanders LLP
3000 Two Logan
Square | 18th & Arch Streets
Philadelphia,
PA 19103
Telephone: (215)
981-4659 |
| ☒ |
Check the box if the filing relates
solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate
any transactions to which the statement relates:
| |
☐ |
Third-party
tender offer subject to Rule 14d-1. |
| |
☒ |
Issuer tender
offer subject to Rule 13e-4. |
| |
☐ |
Going-private
transaction subject to Rule 13e-3. |
| |
☐ |
Amendment
to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting
the results of the tender offer ☐
INTRODUCTORY STATEMENT
This Tender Offer Statement on Schedule TO
is filed by Herzfeld Credit Income Fund, Inc. (the “Company”) and relates to a pre-commencement communication by the
Company with respect to the Company’s Common Stock, par value $0.001 per share (the “Common Stock”).
On August 25, 2025, the Company issued
a press release announcing its intention to commence a tender offer by October 31, 2025 for up to 5% of the Company’s
outstanding Common Stock (the “Offer”). The Offer will only be made to current holders of Common Stock (“Stockholders”).
Upon commencement of the Offer, the Company will file with the Securities and Exchange Commission (the
“SEC”) a Schedule TO containing an offer to exchange, forms of letters of transmittal and related exhibits. These documents
will contain important information about the Offer and Stockholders are urged to read them carefully when they become available. Stockholders
may obtain free copies of the Tender Offer Statement and other documents (when they become available) filed with the SEC at the SEC’s
web site at www.sec.gov. In addition, free copies of the Tender Offer Statement and other documents filed with the SEC may also be obtained
after the commencement of the Exchange Offer by directing a request to: Equiniti Trust Company, LLC, or by calling (305) 777-1660.
ITEMS 1 THROUGH 11.
Not applicable.
ITEM 12. EXHIBITS.
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99.1 |
Press Release,
dated August 25, 2025. |
ITEM 13. INFORMATION REQUIRED BY SCHEDULE
13E-3.
Not applicable.
EXHIBIT INDEX
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| Exhibit
No. |
|
Document |
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| 99.1 |
|
Press Release,
dated August 25, 2025 (Filed herewith). |
