As filed with the Securities and Exchange Commission on February 14, 2024
Washington, D.C. 20549

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 1)
(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)

Steven B. Boehm, Esq.
Owen J. Pinkerton, Esq.
Eversheds Sutherland (US) LLP
700 Sixth Street, NW
Washington, DC 20001
Tel: (202) 383-0262
Fax: (202) 637-3593
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)


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 December 22, 2023 (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 February 1, 2024, and a total of 1,162,131 Shares were validly tendered and not withdrawn as of such date. In accordance with the terms of the Offer, the Company purchased all 1,162,131 Shares validly tendered and not withdrawn at a price equal to $11.11 per Share, for an aggregate purchase price of approximately $12,911,273. The purchase price per Share was equal to the net asset value per Share as of January 31, 2024. All Shares tendered by each shareholder who participated in the tender offer were repurchased by the Company.

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: February 14, 2024
Priority Income Fund, Inc.
By: /s/ M. Grier Eliasek                                   
Name: M. Grier Eliasek
Title: Chairman, Chief Executive Officer and President

Offer to Purchase, dated December 22, 2023.*
Letter of Transmittal (including Instructions to Letter of Transmittal).*
Notice of Tender Cancellation.*
Letter to Stockholders, dated December 22, 2023.*
Calculation of Filing Fees Table.*

*Previously filed with the Schedule TO on December 22, 2023.

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