0001372807False00013728072025-06-272025-06-27
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): June 27, 2025
Portman Ridge Finance Corporation (Exact name of Registrant as specified in its charter)
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| Delaware | 814-00735 | 20-5951150 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
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650 Madison Avenue, 3rd Floor | |
New York | , | New York | 10022 |
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code): (212) 891-2880
None
(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 (see General Instruction A.2. below):
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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:
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| Title of each class | | Trading
Symbol(s) | | Name of each exchange
on which registered |
| Common Stock, par value $0.01 per share | | PTMN | | The NASDAQ Global Select Market |
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 5.07. Submission of Matters to a Vote of Security Holders.
On June 27, 2025, Portman Ridge Finance Corporation (the “Company”) held its Special Meeting of Stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved one proposal as set forth below. The proposal is described in detail in the Company’s definitive proxy statement for the Special Meeting as filed with the Securities and Exchange Commission on May 13, 2025.
Proposal: The Company’s stockholders approved the issuance of shares of common stock, par value $0.01 per share, of the Company in connection with the proposed merger of Logan Ridge Finance Corporation (“LRFC”) with and into the Company, in accordance with NASDAQ listing rule requirements, based on the following votes:
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| FOR | | AGAINST | | ABSTAIN | | BROKER NON-VOTE |
| 4,158,345 | | 540,943 | | 99,464 | | 0 |
Item 7.01. Regulation FD Disclosure.
On June 27, 2025, the Company issued a press release announcing that the stockholders of the Company have approved the proposal related to the previously announced merger of LRFC into the Company at the Special Meeting. The information in Item 7.01 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 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, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit Number | | Exhibit |
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| 99.1 | | |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| PORTMAN RIDGE FINANCE CORPORATION |
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| By: | | /s/ Brandon Satoren |
| Name: | | Brandon Satoren |
| Title: | | Chief Financial Officer |
Date: June 27, 2025