Business Context and Reporting Period
This Form 8-K is filed by Ellsworth Growth and Income Fund Ltd. on May 19, 2025, reporting events that occurred on May 14, 2025. The registrant is a Delaware corporation with principal executive offices in Rye, New York. The filing concerns amendments to the rights and preferences of its Series B Cumulative Preferred Shares.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report is a current event disclosure regarding corporate governance and security terms rather than a financial performance report.
Material Changes
On May 14, 2025, the Fund adopted Amendment No. 2 to the Statement of Preferences of Series B Cumulative Preferred Shares. The material change includes:
- Establishment of additional holder put dates for Series B Preferred Shares.
- Shareholders now have the right to sell all or part of their shares to the Fund during the 60-day period prior to September 26, 2026.
- Shareholders now have the right to sell all or part of their shares to the Fund during the 60-day period prior to June 26, 2027.
Guidance, Outlook, and Risks
The filing does not contain management guidance, financial outlook, or specific risk factors beyond the structural change to the preferred share terms. The amendment modifies the liquidity options available to Series B shareholders, potentially impacting the Fund's future cash outflow obligations if put options are exercised.
Investor Verification Checklist
- Verify the full text of Exhibit 3.1 (Amendment No. 2) to confirm the specific terms of the new put dates.
- Confirm the current trading status and price of Series B Cumulative Preferred Shares (ECF Pr B) relative to the new put option dates.
- Review the Fund's latest quarterly or annual report to assess its liquidity position in relation to potential redemption obligations.