UNITED STATESSEC FILE NUMBER
SECURITIES AND EXCHANGE COMMISSION811-22725
Washington, D.C. 20549CUSIP NUMBERS
74272V107 – Class R Common Stock
74272V206 – Class RIA Common Stock
74272V305 – Class I Common Stock
FORM 12b-25/A
(Amendment No. 1)

NOTIFICATION OF LATE FILING

(Check one):oForm 10-KoForm 20-FoForm 11-KoForm 10-QoForm 10-Do`Form N-CEN
xForm N-CSR
For Period Ended: June 30, 2023
oTransition Report on From 10-K
oTransition Report on From 20-F
oTransition Report on From 11-K
oTransition Report on From 10-Q
For the Transition Period Ended:
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION
Priority Income Fund, Inc.
Full Name of Registrant
Former Name if Applicable
10 East 40th Street, 42nd Floor
Address of Principal Executive Office (Street and Number)
New York, NY 10016
City, State and Zip Code


1


PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

x(a)The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
(b)
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
(c)The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
On August 29, 2023, Priority Income Fund, Inc. (the “Company”) filed a Form 12b-25 (the “Original 12b-25”). The Original 12b-25 detailed that the Company was unable to complete its Form N-CSR and transmit its annual report to shareholders for the fiscal year ended June 30, 2023, within the prescribed time period without unreasonable effort or expense as the Company and its independent registered public accounting firm require additional time to complete the documentation of the audit of the Company’s financial statements as of and for the fiscal year ended June 30, 2023. The Company fully expects to file its Form N-CSR within the extension period of 15 calendar days as provided by Rule 12b-25 under the Securities Exchange Act of 1934, as amended, and will transmit its annual report to shareholders upon completion of such report included in its Form N-CSR.

This Amendment Number 1 to the Original 12b-25 is being filed solely to attach Exhibit 99.1, the statement of the Company’s independent registered public accounting firm in satisfaction of item (c) of Part II of Form 12b-25.

PART IV — OTHER INFORMATION

(1)    Name and telephone number of person to contact in regard to this notification

Kristin Van Dask212448-0702
(Name)(Area Code)(Telephone Number)

(2)    Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
Yes
x
Noo

(3)    Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

YesoNo
x
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made.
2



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

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

By:     /s/ Kristin Van Dask
Name: Kristin Van Dask
Title: Chief Financial Officer
Date:  August 31, 2023
3
Exhibit 99.1
prisbdoform12b-25ltr.jpg


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