Chicago Atlantic BDC, Inc 10-K/A, filed Apr 18, 2025
Chicago Atlantic BDC, Inc. (LIEN)
10-K/A
2025-04-18
For: 2024-12-31
View Original
Added on
April 11, 2026
About this 10-K/A
Chicago Atlantic BDC, Inc filed this 10-K/A on April 18, 2025, covering the fiscal year ended December 31, 2024.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K/A
Amendment No. 1
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ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
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1934 For the transition period from _______ to _______
Commission file number 001-40654
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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(212 ) 905-4923
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading Symbol(s)
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Name of each exchange on which registered
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The
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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.
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).
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:
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Large accelerated filer
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Accelerated filer
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☐
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☒
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Smaller reporting company
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Emerging growth company
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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.
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Auditor Name:
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Auditor Location:
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Auditor Firm ID:
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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).
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Item 15.
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Exhibits, Financial Statement Schedules
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The following exhibits are included with this report:
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Exhibit
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Number
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Description
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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.
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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.
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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.
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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.
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Clawback Policy of Chicago Atlantic BDC, Inc.
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| 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.
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CHICAGO ATLANTIC BDC, INC.
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Dated: April 17, 2025
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By:
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/s/ Peter Sack
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Peter Sack
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Chief Executive Officer
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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.
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Name
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Title
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/s/ Scott Gordon*
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Director, Executive Chairman of the
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Scott Gordon
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Board of Directors, and Co-Chief Investment Officer
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/s/ Vivek Bunty Bohra*
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Director
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Vivek Bunty Bohra
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/s/ Michael W. Chorske*
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Director
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Michael W. Chorske
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/s/ Americo Da Corte*
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Director
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Americo Da Corte
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/s/ John Mazarakis*
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Director
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John Mazarakis
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/s/ Patrick McCauley*
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Director
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Patrick McCauley
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/s/ Supurna VedBrat*
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Director
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Supurna VedBrat
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/s/ Tracey Brophy Warson*
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Director
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Tracey Brophy Warson
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/s/ Peter Sack
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Chief Executive Officer
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Peter Sack
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(Principal Executive Officer)
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/s/ Martin Rodgers
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Chief Financial Officer
(Principal Financial and Accounting Officer),
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Martin Rodgers
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*By: /s/ Peter Sack
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Peter Sack
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** Attorney-in-Fact
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** 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.
Exhibit 31.1
CERTIFICATION 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
I, Peter Sack, Chief Executive Officer of Chicago Atlantic BDC, Inc., certify that:
1. I have reviewed this Annual Report on Form 10-K/A of Chicago Atlantic BDC, Inc. (the “registrant”) for the year ended December 31, 2024;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Annual Report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this Annual Report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others within
those entities, particularly during the period in which this Annual Report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report
based on such evaluation; and
d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to
the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report
financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: April 17, 2025
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By:
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/s/ Peter Sack
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Peter Sack
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Chief Executive Officer
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(Principal Executive Officer)
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Exhibit 31.2
CERTIFICATION 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
I, Martin Rodgers, Chief Financial Officer of Chicago Atlantic BDC, Inc., certify that:
1. I have reviewed this Annual Report on Form 10-K/A of Chicago Atlantic BDC, Inc. (the “registrant”) for the year ended December 31, 2024;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Annual Report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this Annual Report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by
others within those entities, particularly during the period in which this Annual Report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to
the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize
and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: April 17, 2025
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By:
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/s/ Martin Rodgers
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Martin Rodgers
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Chief Financial Officer
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(Principal Financial Officer)
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Exhibit 32.1
CERTIFICATION PURSUANT TO
SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED STATES CODE,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the
undersigned, as Chief Executive Officer of Chicago Atlantic BDC, Inc. (the “Company”), does hereby certify that to the undersigned’s knowledge:
1) the Company’s Form 10-K/A for the year ended December 31, 2024 fully complies with the requirements of Section 13(a) or 15(d) as applicable of the
Securities Exchange Act of 1934, as amended; and
2) the information contained in the Company’s Form 10-K for the year ended December 31, 2024 fairly presents, in all material respects, the financial
condition and results of operations of the Company.
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Date: April 17, 2025
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By:
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/s/ Peter Sack
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Peter Sack
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Chief Executive Officer
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(Principal Executive Officer)
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Exhibit 32.2
CERTIFICATION PURSUANT TO
SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED STATES CODE,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the
undersigned, as Chief Financial Officer of Chicago Atlantic BDC, Inc. (the “Company”), does hereby certify that to the undersigned’s knowledge:
1) the Company’s Form 10-K/A for the year ended December 31, 2024 fully complies with the requirements of Section 13(a) or 15(d) as applicable of the
Securities Exchange Act of 1934, as amended; and
2) the information contained in the Company’s Form 10-K for the year ended December 31, 2024 fairly presents, in all material respects, the financial
condition and results of operations of the Company.
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Date: April 17, 2025
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By:
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/s/ Martin Rodgers
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Martin Rodgers
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Chief Financial Officer
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(Principal Financial Officer)
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Exhibit 97
Incentive Compensation Recoupment Policy
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Purpose of These Policies and Procedures
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The Board of Directors of Chicago Atlantic BDC, Inc. (the “Board”) believes that it is in the best interests of Chicago Atlantic BDC, Inc (“LIEN”). and
its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces LIEN’s compensation philosophy. The Board has therefore adopted this policy which provides for the recoupment of certain executive
compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under the federal securities laws (the “Policy”).
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Administration, Interpretation and Amendment
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This Policy will be administered by the Board. The Board is authorized to interpret and construe this Policy and to make all determinations necessary,
appropriate, or advisable for the administration of this Policy. It is intended that this Policy be interpreted in a manner that is consistent with the requirements of Section 10D of the Securities Exchange Act of 1934 Act, as amended (the “1934
Act”) and the applicable rules or standards adopted by the Securities and Exchange Commission or, if applicable, the Nasdaq Stock Market LLC (“Nasdaq”).
The Board may amend this Policy from time to time in its discretion in order to effectuate any changes with respect to such rules.
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Scope, Effective Date and Termination
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This Policy applies to LIEN’s current and former executive officers, as determined by the Board in accordance with Section 10D of the 1934 Act, and the
listing standards of Nasdaq, and such other senior executives who may from time to time be deemed subject to the Policy by the Board (collectively, the “Covered Executives”). This Policy, and any determinations made by the Board, will be binding
and enforceable against all Covered Executives.
This Policy will be effective as of the date it is adopted by the Board (the “Effective Date”) and shall apply to Incentive Compensation (as defined
below).
As of the Effective Date of this Policy, LIEN has not granted any Incentive Compensation to individuals who would be Covered Executives under this
Policy. However, this Policy shall remain in effect and shall apply to any executive officers who may be granted Incentive Compensation in the future, as well as any other individuals who may be designated by the Board as subject to this Policy.
The provisions of this Policy shall be enforceable upon the grant of applicable Incentive Compensation. Notwithstanding the foregoing, this Policy shall only apply to Incentive Compensation received (as determined pursuant to this Policy) on or
after October 2, 2023. The Board may terminate this Policy at any time.
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Definitions
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An accounting restatement has occurred if LIEN is required to prepare an
accounting restatement of its financial statements due to its material noncompliance with any financial reporting requirement under the securities laws, including (i) any required accounting restatement to correct an error in previously issued
financial statements that is material to the previously issued financial statements or (ii) that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. All accounting
restatements are covered by this Policy regardless of whether such restatement results in the amendment of a previously filed report.
A financial reporting measure is (i) any measure that is determined and
presented in accordance with the accounting principles used in preparing financial statements, or any measure derived wholly or in part from such measure, such as revenues, EBITDA, or net income or (ii) stock price and total stockholder return.
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Incentive Compensation means
any compensation that is granted, earned, or vested based wholly or in part upon LIEN’s attainment of a financial reporting measure and includes, but is not limited to:
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non-equity incentive plan awards that are earned solely or in part by satisfying a financial reporting measure performance goal;
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bonuses paid from “bonus pools”, where the size of the pool is determined wholly or in part on the attainment of a financial reporting measure performance goal;
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other cash awards based on satisfaction of a financial reporting measure performance goal;
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restricted stock, restricted stock units, stock options, stock appreciation rights, performance share units, and other performance- based stock awards relating to stock of LIEN, its investment
adviser or any affiliate thereof, that are granted or vest solely or in part based on satisfaction of a financial reporting measure performance goal; and
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proceeds received upon the sale of shares acquired through an incentive plan that were granted or vested solely or in part based on satisfaction of a financial reporting measure performance goal.
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For the avoidance of doubt, any compensation received that is not linked to the attainment of financial measures, including bonuses tied to operational
or strategic measures are not covered under this Policy. Compensation that would not be considered Incentive Compensation includes, but is not limited to:
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salaries;
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bonuses paid solely based on satisfaction of subjective standards, such as demonstrating leadership, and/or completion of a specified employment period;
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non-equity incentive plan awards earned solely based on satisfaction of strategic or operational measures;
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wholly time-based equity awards; and
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discretionary bonuses or other compensation that is not paid from a bonus pool that is determined by satisfying a financial reporting measure performance goal.
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Overpayment is the amount to be
recovered by LIEN and equal to the amount of Incentive Compensation received that exceeds the amount of Incentive Compensation that otherwise would have been received had it been determined based on the restated amounts of LIEN and must be
computed without regard to any taxes paid. Incentive Compensation is deemed “received” in LIEN’s fiscal period during which the financial reporting measure specified in the incentive- based compensation award is attained, even if the vesting,
payment or grant of the incentive-based compensation occurs after the end of that period.
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Recoupment
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In the event that LIEN is required to prepare an Accounting Restatement, the Board will reasonably promptly require reimbursement or forfeiture of any
Overpayment received by any Covered Executive (i) after beginning service as a Covered Executive, (ii) who served as a Covered Executive at any time during the performance period for the applicable Incentive Compensation and (iii) during the three
completed fiscal years immediately preceding the date on which LIEN is required to prepare an accounting restatement and any transition period (that results from a change in LIEN’s fiscal year) within or immediately following those three completed
fiscal years.
The Board will recover any Overpayment in accordance with this Policy unless the Board determines, and documents in writing, setting forth the specific
facts and analysis supporting the conclusion, that such recovery would be impracticable because:
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the direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered; or
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recovery would violate home country law of LIEN where that law was adopted prior to November 28, 2022.
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For compensation based on stock price or total stockholder return -where the amount of erroneously awarded compensation is not subject to mathematical
recalculation directly from the restatement-the amount to be recovered must be based on a reasonable estimate of the effect of LIEN’s accounting restatement on the stock price or total stockholder return upon which the incentive-based compensation
was received, and LIEN would be required to document the determination of the estimate and, if applicable, provide the documentation to Nasdaq.
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Method of Recoupment
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The Board will determine, in its sole discretion, the method or methods for recouping Incentive Compensation hereunder which may include, without
limitation:
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requiring reimbursement of cash Incentive Compensation previously paid;
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seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer, or other disposition of any equity-based awards granted as Incentive Compensation;
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offsetting the recouped amount from any compensation otherwise owed by LIEN, its investment advisor or any affiliates thereof to the Covered Executive;
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cancelling outstanding vested or unvested equity awards; and/or
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taking any other remedial and recovery action permitted by law, as determined by the Board.
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Limitation on Recovery; No Additional Payments
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The right to recovery will be limited to Overpayments paid or distributed during the three completed fiscal years prior to the date on which LIEN is
required to prepare an accounting restatement and any transition period (that results from a change in LIEN’s fiscal year) within or immediately following those three completed fiscal years. In no event will LIEN, its investment adviser or any
affiliate thereof award Covered Executives an additional payment if the restated or accurate financial results would have resulted in a higher Incentive Compensation payment.
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No Indemnification or Reimbursement for Insurance
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LIEN will not (i) indemnify any Covered Executives against the loss of any incorrectly awarded Incentive Compensation or (ii) directly or indirectly
reimburse any Covered Executives for insurance obtained by any Covered Executives against the loss of any incorrectly awarded Incentive Compensation.
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Other Recoupment Rights
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The Board intends that this Policy will be applied to the fullest extent of the law.
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Disclosure
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In accordance with applicable disclosure requirements under Item 402(w) of Regulation S-K and any other applicable securities laws or exchange rules,
LIEN shall:
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Disclose in its annual report on Form 10-K or proxy statement, as required, any actions taken pursuant to this Policy, including any amounts recovered;
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Provide a clear explanation when recovery is not pursued, including the basis for a determination of impracticability;
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Maintain documentation supporting any estimates of compensation impact from restatements, particularly for stock price or total shareholder return-based awards.
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All required disclosures shall be made in a timely and accurate manner in accordance with SEC and Nasdaq rules.
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| 11. |
Recordkeeping
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LIEN shall maintain appropriate records documenting all actions taken under this Policy, including determinations to pursue or forgo recovery of
Overpayments, the rationale for any such decisions, the methods of recovery, and communications with Covered Executives regarding the same.
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Successors
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This Policy is binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators or other legal
representatives.
Date Adopted: April 17, 2025
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