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): November 12, 2026
Chicago Atlantic BDC, Inc.
(Exact name of Registrant as Specified in Its
Charter)
| Maryland |
|
001-40564 |
|
86-2872887 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
| 600 Madison Avenue, Suite 1800 New York, New York |
|
10022 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s Telephone Number, Including Area Code: 312 625-9295
Not Applicable
(Former Name or Former Address, if Changed
Since Last Report)
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:
| ☒ | 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)) |
Securities registered pursuant to Section 12(b)
of the Act:
|
Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, $0.01 par value per share |
|
LIEN |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
Item 2.02 Results of Operations and Financial Condition.
On
November 12, 2026, Chicago Atlantic BDC, Inc. (the “Company”) issued a press release announcing its financial results for
the third quarter ended September 30, 2026. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
The
information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, is being furnished and shall not
be deemed “filed” for any purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise subject to the liabilities of such section. The information in Item 2.02 of this Current Report on Form 8-K shall not be
deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”),
or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 7.01 Regulation FD Disclosure.
On
November 12, 2026, the Company disseminated an earnings presentation to be used in connection with its conference call and live webcast
on November 12, 2026 at 9:00 a.m. Eastern time to discuss its financial results for the third quarter ended September 30, 2026. The earnings
presentation is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
The
information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.2 furnished herewith, is being furnished and shall not
be deemed “filed” for any purpose of Section 18 of the Exchange Act, or otherwise subject to the liabilities of such section.
The information in Item 7.01 of this Current Report on Form 8-K shall not be deemed to be incorporated by reference into any filing under
the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
No Offer or Solicitation
This
communication is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation
of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities
Act.
Additional Information
and Where to Find It
This
communication includes information relating to the proposed merger (the “Merger”) of Chicago Atlantic Real Estate Finance,
Inc. (“REFI”) with and into the Company, along with related proposals for which stockholder approval will be sought, pursuant
to the Agreement and Plan of Merger, dated as of June 17, 2026 (the “Merger Agreement”) by and between REFI and the Company.
The Merger Agreement was unanimously approved by the Boards of Directors of both REFI and the Company, each acting on the unanimous recommendation
of its special committee of independent directors. In connection with the proposals, the Company initially filed with the U.S. Securities
and Exchange Commission (“SEC”) a registration statement on Form N-14 on July 31, 2026, which includes a joint proxy statement
of REFI and the Company and a prospectus of the Company (the “Proxy Statement/Prospectus”). This communication does not constitute
an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. No offer of securities
shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act. STOCKHOLDERS OF REFI AND THE
COMPANY ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS, AND OTHER DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS
ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT REFI, THE COMPANY, THE MERGER AND THE PROPOSALS. Investors and security holders will be able to obtain the
documents filed with the SEC free of charge at the SEC’s website, www.sec.gov, or from each company’s investor relations website
at www.investors.chicagoatlanticbdc.com (the Company) and www.investors.refi.reit (REFI), or by directing a request to LIEN@chicagoatlantic.com
(the Company) or IR@REFI.reit (REFI).
Participants in the
Solicitation
REFI,
the Company and their respective directors and executive officers, Chicago Atlantic BDC Advisers, LLC, the external investment adviser
to the Company (the “LIEN Adviser”), and Chicago Atlantic REIT Manager, LLC, the external manager of REFI (the “REFI
Manager”), and their respective directors, officers, members, managers, partners, employees and affiliates, and other persons may
be deemed to be participants in the solicitation of proxies from the stockholders of REFI and the Company in connection with the Merger
and the related proposals. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation
of the stockholders of REFI and the Company in connection with the Merger and the related proposals, including a description of their
direct or indirect interests, by security holdings or otherwise, will be included in the Proxy Statement/Prospectus and other relevant
materials to be filed with the SEC when they become available. Additional information regarding the ownership of the securities of REFI
and the Company by their respective directors and executive officers is included in their SEC filings on Forms 3, 4 and 5, which can be
found through the SEC’s website at www.sec.gov. Information about the directors and executive officers of the Company is
set forth in the Company’s proxy statement for its 2026 annual meeting of stockholders, filed with the SEC on April 30, 2026, and
in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 19, 2026. Information
about the directors and executive officers of REFI is set forth in REFI’s proxy statement for its 2026 annual meeting of stockholders,
filed with the SEC on April 23, 2026, and in REFI’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed
with the SEC on March 12, 2026. Each of these documents is available free of charge at the SEC’s website, www.sec.gov, or
from REFI’s or the Company’s investor relations website, as applicable.
Item 9.01 Financial Statements and Exhibits.
d) Exhibits
| Exhibit Number |
|
Description |
| |
|
|
| 99.1 |
|
Press release, dated November 12, 2026. |
| 99.2 |
|
Earnings Presentation, dated November 12, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
|
|
CHICAGO ATLANTIC BDC, INC. |
| |
|
|
| Date: November 12, 2026 |
By: |
/s/ Thomas Geoffroy |
| |
|
Interim Chief Financial Officer |
