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): ~~December~~ 3June 11, ~~2020~~ 2021

VII Peaks Co-Optivist Income BDC II, Inc.

(Exact name of registrant as specified in its charter)

Maryland	0-54615	45-2918121
(State or other jurisdiction	(Commission File No.)	(I.R.S. Employer
of incorporation)		Identification No.)

1547 Palos Verdes Mall #149

Walnut Creek, California

94597

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code: (415) 983-0127

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):

☐¨ 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))

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. ☐ ¨

Section 2 –5 ~~Financial~~- ~~Information~~Corporate Governance and Management

Item 2 5.02 ~~Results~~Departure of ~~Operations~~Directors ~~and~~or ~~Financial~~Certain ~~Condition~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements with Certain Officers.

~~On December~~Gurpreet 3Chandhoke, ~~2020,~~Chairman of the ~~board~~Board, Chief Executive Officer, and President of ~~directors~~VII ~~met~~Peaks Co-Optivist Income BDC II, Inc. (the “Company”), resigned from all titles and ~~voted~~positions toheld ~~move~~at the ~~Fund~~Company, ~~into~~effective aas ~~liquidating~~of ~~trust~~June 11, ~~which~~2021. Mr. isChandhoke indid ~~accordance~~not ~~with~~resign his position due to any disagreement with the ~~Fund~~Company on any matter relating to the Company’s ~~Liquidity~~operations, ~~Strategy~~policies asor ~~stated~~practices. In inaccordance ~~the~~with ~~original~~Item ~~prospectus~~5.02(a)(3) of ~~This~~Form ~~action~~8-K, ~~requires~~the ~~shareholder~~Company ~~approval~~provided ~~which~~Mr. ~~necessitates that~~Chandhoke with a ~~proxy~~copy ~~statement~~of bethis ~~filed~~Form ~~and~~8-K ~~reviewed~~prior byto filing it with the SEC, ~~before~~and itthe Company understands that Mr. Chandhoke agrees with the disclosures made herein. Mr. Chandhoke’s duties will be ~~distributed~~assumed toby ~~all~~the ~~shareholders~~Board of Directors until a replacement is named.

~~On December~~Section ~~10,~~2 ~~2020,~~– ~~the~~Financial disinterested members of the board of directors of the Company reapproved the investment advisory agreement between VII Peaks Capital, LLC (the “Manager”) and the Fund. The disinterested members of the board of directors also reapproved the administration agreement between the Manager and the Fund. The Manager has not received any management fees since December 2018.Information

~~Section~~Item 82.02 –Results ~~Other~~of ~~Events~~Operations and Financial Condition.

~~Item~~On June 11, 2021, The ~~8.01~~Board ~~Other~~of ~~Events~~Directors met and accepted the resignation of VII Peaks Capital as the Company’s Investor Advisor and the Company’s Administrator.

~~VII~~As previously disclosed, ~~PEAKS~~the ~~CO-OPTIVIST~~Company ~~INCOME~~intends ~~BDC~~to IIconvert to a liquidating trust and obtain the necessary shareholder approval. In addition, ~~INC~~the Company continues to pursue recovery from investments in several portfolio companies that have defaulted on their loans. Once capital is received by the Company, it can proceed with the proxy and continue with the liquidation process for the shareholders.

~~LETTER TO~~Section ~~SHAREHOLDERS~~8 – Other Events

~~DECEMBER 10,~~Item ~~2020~~8.01 Other Events.

~~Dear~~Gurpreet Chandhoke and VII Peaks Capital, LLC entered ~~Shareholders:~~into settlement agreements with the Securities and Exchange Commission. The SEC imposed civil penalties and a cease-and-desist order based on findings that Mr. Chandhoke, and VII Peaks Capital, engaged in transactions that were not disclosed or approved by the Board of Directors of the Company. The order finds that due diligence fees were collected by VII Peaks from the Company’s portfolio companies and not disclosed to the Board. The order also finds that Chandhoke engaged in two transactions that benefitted himself financially and where his interests conflicted with the Company’s. Mr. Chandhoke neither admitted nor denied the SEC’s findings.

WeMichelle MacDonald, ~~hope~~the ~~this~~Company’s ~~communication~~Chief ~~finds~~Financial ~~you~~officer, ~~and~~also ~~your~~entered ~~family~~into ~~well~~a ~~during~~settlement ~~these~~agreement ~~ongoing~~with ~~challenging~~the ~~times.~~Securities ~~VII~~and ~~Peaks~~Exchange ~~Co-Optivist~~Commission. ~~Income BDC~~The ~~II,~~SEC ~~Inc.~~imposed ~~(the~~a ~~“Fund”) continues operations~~ cease-and-desist isorder ~~working~~based on ~~recovery~~findings ofthat ~~its debt and equity positions from its portfolio companies~~Ms. ~~The~~MacDonald ~~Fund~~failed isto ~~monitoring~~disclose ~~its~~due ~~investments~~diligence infees ~~both~~retained by ~~Nima~~VII ~~and~~Peaks ~~Vieste~~Capital, ~~whose~~LLC ~~loans~~to ~~were~~the ~~restructured~~Board ~~earlier~~of ~~this~~the ~~year,~~Company. ~~and is~~Ms. ~~progressing~~MacDonald ~~with~~neither ~~the~~admitted ~~defaulted~~nor ~~portfolio~~denied ~~positions~~the ~~as described below~~SEC’s findings.

~~GeoCommerce Inc.~~Forward-Looking Statements

~~The Fund~~Statements ~~and~~included ~~GeoCommerce~~herein ~~entered~~may ~~into~~constitute ~~four~~“forward-looking statements,” ~~Senior~~which ~~Secured~~relate ~~First~~to ~~Lien~~future ~~Loan~~events ~~Agreements~~or ~~between~~our ~~April~~future ~~2016~~performance ~~and~~or ~~December~~financial ~~2016~~condition. ~~The~~These ~~aggregate principal~~statements ~~amount~~are not guarantees of ~~the~~future ~~outstanding~~performance, ~~loans~~condition isor ~~$3.6~~results ~~million.~~and ~~GeoCommerce~~involve ~~defaulted~~a onnumber ~~its~~of ~~loan~~risks ~~agreements~~and ~~between~~uncertainties, ~~June~~future ~~and~~results ~~December~~of operations, liquidity and ~~2018~~overall financial position. ~~The~~Actual ~~Fund~~results ~~has~~and ~~been~~conditions ~~pursing~~may ~~GeoCommerce~~differ ~~aggressively~~materially ~~through~~from those in the ~~court~~forward-looking ~~system,~~statements ~~and~~as ina ~~October~~result of a number of factors, ~~was~~including ~~awarded~~those adescribed ~~final~~from ~~judgement~~ time to ~~recover~~time in the ~~outstanding~~Fund’s ~~loan~~filings ~~amounts,~~with ~~interest~~the Securities and ~~court~~Exchange ~~costs~~Commission. The Fund isundertakes ~~working~~no duty to ~~now~~update ~~recoup~~any ~~these~~forward-looking ~~assets~~statements made herein, except as required by law.

~~Ansgar Media LLC~~ SIGNATURES

~~The Fund~~Pursuant and Ansgar entered into Senior Secured First Lien Loans between September 2015 and October 2016. Ansgar defaulted on its loans beginning in October 2018. The aggregate principal amount of the loans is $6.01 million and accrued interest and exit fees due aggregate to ~~approximately $1.6 million. The Fund has been pursing Ansgar aggressively through~~ the ~~court~~requirements ~~system, and in March~~ of ~~this year,~~ the ~~Fund filed~~Securities inExchange ~~the~~Act ~~20th Judicial District Court for the Parish~~ of ~~East Feliciana~~1934, ~~State of Louisiana seeking sequestration~~the ofregistrant ~~Ansgar's~~has ~~collateral~~duly ~~for~~caused ~~the~~this ~~Fund's~~report ~~loans.~~to ~~The~~be ~~Fund~~signed ~~continues~~on toits ~~pursue~~behalf ~~this~~by ~~action~~the ~~using~~undersigned ~~all~~hereunto ~~possible~~duly ~~legal avenues~~authorized.

~~Fund Liquidity~~Payments ~~Approval~~owed to me by VII Peaks

~~The board~~VII ofPeaks ~~directors met on December 3, 2020 and voted to move the Fund into a liquidating trust. Once the shareholder proxy statement~~Co-Optivist isIncome ~~filed~~BDC ~~and reviewed by the SEC~~II, ~~the transfer agent will mail the proxy statement to all shareholders of record~~Inc. The Fund continues to work to recover or liquidate its current positions to provide an orderly liquidation to the shareholders and will continue these efforts once the Fund’s assets (assuming shareholder approval is received) are moved into a liquidating trust. Further details will be provided in the proxy statement.

~~We hope~~June ~~you~~17, ~~and your families remain safe and we wish you a happy and healthy holiday season.~~2021

~~Sincerely,~~By: /s/ Michelle MacDonald Michelle MacDonald Chief Financial Officer

Gurpreet S. Chandhoke

Chief Executive Officer

VII Peaks Co-Optivist Income BDC II, Inc.

Forward-Looking Statements

Statements included herein may constitute “forward-looking statements,” which relate to future events or our future performance or financial condition. These statements are not guarantees of future performance, condition or results and involve a number of risks and uncertainties, including the impact of the COVID-19 pandemic on our portfolio companies and our future results of operations, liquidity and overall financial position. Actual results and conditions may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in the Fund’s filings with the Securities and Exchange Commission. The Fund undertakes no duty to update any forward-looking statements made herein, except as required by law.

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.

VII Peaks Co-Optivist Income BDC II, Inc.

December 10, 2020

By: /s/ Gurpreet S. Chandhoke Gurpreet S. Chandhoke Chairman of the Board of Directors, Chief Executive Officer and President

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