UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 13, 2025 (
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Indicate by check mark whether the registrant
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If an emerging growth company, indicate by check
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| None | None | None |
EXPLANATORY NOTE
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Item 3.02. Unregistered Sales of Equity Securities.
On January 2, 2025, the Company sold 2,482.09 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), for an aggregate offering price of $2,500,000.00, and a per share purchase price of $1,007.22.
The sales of the above-referenced shares of Common Stock were made pursuant to subscription agreements entered into by the Company and its investors. Under the terms of the subscription agreements, an investor’s subscription request including the full subscription amount must be received in accordance with the provisions of the subscription agreements at least five business days prior to the respective closing (unless waived by the Company).
The issuance of the above-referenced shares of Common Stock is exempt in the United States from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof and Rule 506 of Regulation D promulgated thereunder, and other exemptions of similar import in the laws of the states and jurisdictions where the offering will be made, and outside of the United States in accordance with Regulation S of the Securities Act. Within the United States, shares of Common Stock are being offered solely to investors that are “accredited investors” as defined in Rule 501(a) of Regulation D.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
| Muzinich Corporate Lending Income Fund, Inc. | ||
| Date: February 13, 2025 | By: | /s/ Paul Fehre |
| Name: | Paul Fehre | |
| Title: | Chief Financial Officer and Treasurer | |
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