As filed with the Securities and Exchange Commission
on October 16, 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
Amendment No. 1
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. |
This Amendment No. 1 (“Amendment No. 1”)
amends and supplements the Tender Offer Statement on Schedule TO originally filed by Herzfeld Credit Income Fund, Inc. (the “Fund”)
with the Securities and Exchange Commission on September 17, 2025 (“Schedule TO”). The Schedule TO relates to the offer by
the Fund to purchase for cash up to 5% or 845,433 shares of its outstanding common stock, with par value of $0.001 (the “Shares”),
upon the terms and subject to the conditions set forth in the Fund’s Offer to Purchase dated September 17, 2025 (the “Offer
to Purchase”) and the related Letter of Transmittal (the “Letter of Transmittal,” which, together with the Offer to
Purchase, set forth the terms that constitute the “Offer”), both of which are attached to Schedule TO as Exhibits (a)(1)(i)
and (a)(1)(ii), respectively.
This Amendment No. 1 is being filed to update Item 12 of Schedule TO to
include a press release announcing the preliminary results of the Offer, which expired on October 15, 2025, at 5:00 p.m. Eastern Time. A
copy of the press release is attached hereto as Exhibit (a)(5)(iii). Only those items amended are reported in this Amendment No. 1. The
information set forth in Schedule TO is incorporated herein by reference, except that such information is hereby amended and supplemented
to the extent amended and supplemented by the exhibit filed herewith.
You should read this Amendment No. 1 together with Schedule TO, and all
exhibits attached thereto, including the Offer to Purchase and the Letter of Transmittal, as each may have been amended or supplemented
from time to time.
ITEM 12. EXHIBITS.
Item 12 of Schedule TO is hereby amended and supplemented
to add the following exhibit:
(a)(5)((iii)) Press Release dated October 16, 2025*
SIGNATURE
After due inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this statement is true, complete and correct.
| |
Herzfeld Credit Income Fund, Inc. |
|
| |
|
|
| By: |
/s/ Erik M. Herzfeld |
|
| Name: |
Erik M. Herzfeld |
|
| Title: |
President |
|
Dated as of: October 16, 2025
EXHIBIT INDEX
| Exhibit |
Description |
| (a)(5)(iii) |
Press Release dated October 16, 2025 |
