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 25, 2025

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: (212) 905-4923

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 (see General Instructions A.2. below):

☐	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 or Rule 12b-2 of the Securities Exchange Act of 1934. 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 25, 2025, Chicago Atlantic BDC, Inc. (the “Company”) held its 2025 annual meeting of stockholders (the “Annual Meeting”). The Company submitted two matters to the vote of its stockholders, which are described in detail in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 30, 2025. As of the close of business on April 25, 2025, the record date for the Annual Meeting, there were 22,820,408 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. A summary of the matters voted upon by the Company’s stockholders at the Annual Meeting is set forth below.

Proposal 1: Election of Director

The Company’s stockholders re-elected one member of the board of directors of the Company to serve until the 2028 annual meeting of stockholders and until her successor is duly elected and qualified. The following votes were taken in connection with this proposal:

Name

For

Withhold

Broker

Non-Votes

Supurna VedBrat

11,567,432

78,584

1,705,332

Proposal 2: Ratification of Selection of BDO USA, P.C.

The Company’s stockholders ratified the selection of BDO USA, P.C. to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The following votes were taken in connection with this proposal:

For		Against		Abstain
13,278,878		71,179		1,291

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit Number		Description

104		Coverage Page Interactive Data File (embedded within the Inline XRBL 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 thereunto duly authorized.

	Chicago Atlantic BDC, Inc.



June 27, 2025	By:	/s/ Umesh Mahajan
		Name:	Umesh Mahajan
		Title:	Secretary

Chicago Atlantic BDC, Inc. 8-K