UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
FORM 10-K/A
Amendment No. 1
 

 ☒
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024
 
  ☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
 
1934 For the transition period from _______ to _______
 
Commission file number 001-40654
 
CHICAGO ATLANTIC BDC, INC.
(Exact name of registrant as specified in its charter)
Maryland
  
86-2872887
(State or other jurisdiction of incorporation or organization)
  
(IRS Employer Identification No.)

600 Madison Avenue, Suite 1800
    
New York, NY
  
10022
(Address of principal executive offices)
  
(Zip Code)

(212) 905-4923
 (Registrant’s telephone number, including area code)

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, par value $0.01 per share
  
LIEN
  
The NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐          No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐         No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒         No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer
 ☐
  
Accelerated filer
☐
Non-accelerated filer
 ☒
  
Smaller reporting company
☐
     
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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐         No ☒

As of June 30, 2024, the aggregate market value of the common stock ($0.01 par value per share) of the registrant held by non-affiliates of the registrant was approximately $53,422,819, based on the closing sale price on the Nasdaq Global Market on that date of $11.82 per share.

As of March 28, 2025, the registrant had 22,820,386 shares of common stock ($0.01 par value per share) outstanding.

DOCUMENTS INCORPORATED BY REFERENCE
 Portions of the registrant’s definitive Proxy Statement for its 2025 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission within 120 days following the end of the registrant’s fiscal year, are incorporated by reference into Part III of this annual report on Form 10-K.

Auditor Name: BDO USA, P.C.
Auditor Location: New York, NY
Auditor Firm ID: 243

Explanatory Note

This Amendment No. 1 on Form 10-K/A to our Annual Report for the year ended December 31, 2024, initially filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2025 (the “Original Filing”), is being filed solely to include Exhibit 97.1 as an Exhibit to the Original Filing in accordance with Nasdaq Listing Rule 5608.
 
Except as described above, no changes have been made to the Original Filing and this Amendment No. 1 does not modify, amend or update in any way any other information contained in the Original Filing. This Amendment No. 1 does not reflect events that may have occurred subsequent to the date the Original Filing was filed with the SEC.
 
In addition, Chicago Atlantic BDC, Inc.'s Chief Executive Officer and Chief Financial Officer have provided new certifications dated as of the date of this filing in connection with this Form 10-K/A (Exhibit 31.1, 31.2, 32.1 and 32.2).

Item 15.
Exhibits, Financial Statement Schedules
 
The following exhibits are included with this report:

Exhibit
  
Number
Description
   
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
   
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
   
Clawback Policy of Chicago Atlantic BDC, Inc.
   
101.INS Inline XBRL Instance Document (The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
   
101.SCH Inline XBRL Taxonomy Extension Schema Document.
   
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.
   
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.
   
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).


SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
CHICAGO ATLANTIC BDC, INC.
Dated: April 17, 2025
By:
/s/ Peter Sack
   
Peter Sack
   
Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant in the capacities indicated on April 17, 2025.

Name
  
Title
     
/s/ Scott Gordon*
  
Director, Executive Chairman of the
Scott Gordon
  
Board of Directors, and Co-Chief Investment Officer
     
/s/ Vivek Bunty Bohra*
  
Director
Vivek Bunty Bohra
    
     
/s/ Michael W. Chorske*
  
Director
Michael W. Chorske
    
     
/s/ Americo Da Corte*
  
Director
Americo Da Corte
    
     
/s/ John Mazarakis*
  
Director
John Mazarakis
    
     
/s/ Patrick McCauley*
  
Director
Patrick McCauley
    
     
/s/ Supurna VedBrat*
  
Director
Supurna VedBrat
    
     
/s/ Tracey Brophy Warson*
  
Director
Tracey Brophy Warson
    
     
/s/ Peter Sack
  
Chief Executive Officer
Peter Sack
  
(Principal Executive Officer)
     
/s/ Martin Rodgers
  
Chief Financial Officer
(Principal Financial and Accounting Officer),
Martin Rodgers
    
 
*By: /s/ Peter Sack
    
Peter Sack
    
** Attorney-in-Fact
    

** Signed by Peter Sack pursuant to powers of attorney signed by each individual and filed as part of the Annual Report on Form 10-K on March 31, 2025.