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): May 5, 2020 (April 30, 2020)

BUSINESS DEVELOPMENT CORPORATION OF AMERICA

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (212) 588-6770

Not Applicable

(Former name or former address, if changed since last report)

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:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 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. ¨

Securities registered pursuant to Section 12(b) of the Act: None.

Item 3.02 Unregistered Sales of Equity Securities.

On April 30, 2020, Business Development Corporation of America (the “Company”) agreed to issue in a private placement an aggregate amount of 693,240.90 newly issued shares of common stock of the Company, par value $0.001 per share (the “Shares”), for aggregate cash proceeds of $4 million. The Shares are to be initially issued and sold at $5.77 per share. The effective price may be adjusted lower depending on a pricing mechanism based upon the Company’s March 31, 2020 net asset value once finalized. Under this mechanism, the Company may be required to issue up to 50,253.52 shares to the purchaser at no additional consideration.

The private placement is exempt from registration under the Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation D thereunder. The Company is relying, in part, upon representations of the purchaser in the purchase agreement that it is an accredited investor as defined in Regulation D under the Securities Act.

SIGNATURE

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.