As filed with the Securities and Exchange Commission on September 17, 2024
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 1)
PRIORITY INCOME FUND, INC.
(Name of Subject Company (Issuer) AND Filing Person (Offeror))
Common Stock, Par Value $0.01 per share
(Title of Class of Securities)
74272V107 – Class R Common Stock
74272V206 – Class RIA Common Stock
74272V305 – Class I Common Stock
(CUSIP Number of Class of Securities)
(Underlying Common Stock)

M. Grier Eliasek
Chief Executive Officer
Priority Income Fund, Inc.
10 East 40th Street, 42nd Floor
New York, NY 10016
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person)

Cynthia R. Beyea, Esq.
Dechert LLP
1900 K Street NW
Washington, DC 20006
Tel: (202) 261-3300
o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
oThird-party tender offer subject to Rule 14d-1.
xIssuer tender offer subject to Rule 13e-4.
oGoing-private transaction subject to Rule 13e-3.
oAmendment to Schedule 13D under Rule 13d-2.
x Check the box if the filing is a final amendment reporting the results of the tender offer.
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
oRule 13e-4(i) (Cross-Border Issuer Tender Offer)
oRule 14d-1(d) (Cross-Border Third-Party Tender Offer)


AMENDMENT NO. 1
SCHEDULE TO

This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule TO originally filed with the U.S. Securities and Exchange Commission (the “Commission”) on June 21, 2024 (the “Schedule TO”) by Priority Income Fund, Inc., an externally managed, non-diversified, closed-end management investment company incorporated in the State of Maryland (the “Company”), relating to the offer by the Company to purchase up to 1,347,196 shares of its issued and outstanding common stock, par value $0.01 per share (the “Shares”) (which amount represents 2.5% of the number of shares outstanding at the close of business on the last day of the prior fiscal year ended June 30, 2023). The offer was made upon the terms and subject to the conditions set forth in the Offer to Purchase and the related Letter of Transmittal (which, together with any amendments or supplements hereto or thereto, collectively constituted the “Offer”). The Offer expired at 4:00 p.m., Eastern Time, on July 31, 2024, and a total of 2,337,277 Shares were validly tendered and not withdrawn as of such date, an amount that exceeded the maximum number of Shares the Company offered to purchase pursuant to the Offer. In accordance with Rule 13e-4(f), the Company determined to accept for purchase an additional 1.4% of its outstanding Shares (the “Additional Shares”). In accordance with the terms of the Offer and Rule 13e-4(f), the Company purchased all 2,337,277 Shares validly tendered and not withdrawn, which includes the Additional Shares, at a price equal to $10.66 per Share, for an aggregate purchase price of approximately $24,915,368. The purchase price per Share was equal to the net asset value per Share as of July 31, 2024. All Shares tendered by each shareholder who participated in the tender offer were repurchased by the Company.


SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: September 17, 2024
 
 
Priority Income Fund, Inc.
 
By: /s/ M. Grier Eliasek                                   
Name: M. Grier Eliasek
Title: Chairman, Chief Executive Officer and President































EXHIBIT INDEX
EXHIBIT
NUMBER		DESCRIPTION
Offer to Purchase, dated June 21, 2024.*
Letter of Transmittal (including Instructions to Letter of Transmittal).*
Notice of Tender Cancellation.*
Letter to Stockholders, dated June 21, 2024.*
Calculation of Filing Fees Table.

*Previously filed with the Schedule TO on June 21, 2024.

EX-FILING FEES
Calculation of Filing Fee Table

Form Schedule TO
(Form Type)

Priority Income Fund, Inc.
(Exact Name of Registrant as Specified in its Charter)

Table 1: Transaction Value

Transaction ValuationFee RateAmount of Filing Fee
Fees to be paid
$24,915,367.90(1)
$147.60
$3,677.51(2)
Fees Previously Paid$14,859,571.88
$2,193.27(3)
Total Transaction Valuation$24,915,367.90
Total Fees Due for Filing$3,677.51
Total Fees Previously Paid$2,193.27
Total Fee Offsets—
Net Fee Due$1,484.24

(1) The Registrant previously offered to purchase up to 1,347,196 shares worth of its issued and outstanding common stock, par value $0.01 per share (“Shares”). The Registrant subsequently increased its offer to purchase to 2,337,277 Shares at a price equal to the net asset value per Share as of July 31, 2024 of $10.66.
(2) Calculated as 100% of the Transaction Valuation.
(3) Paid in connection with the Registrant’s filing of a Schedule TO on June 21, 2024.

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