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):
 
January 9, 2015
 
HMS Income Fund, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)
 
 
 
 
Maryland
814-00939
45-3999996
____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation)
File Number)
Identification No.)
 
 
 
2800 Post Oak Blvd, Suite 5000, Houston, Texas
77056-6118
_________________________________
(Address of principal executive offices)
___________
(Zip Code)
 
 
 
 
Registrant’s telephone number, including area code:
 
(888) 220-6121
 
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:
 
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))












Item 2.02.
Results of Operations and Financial Condition

On January 9, 2015, HMS Income Fund, Inc. (the “Company”) decreased its public offering price from $10.00 per share to $9.75 per share. The decrease in the public offering price will be effective as of the Company’s January 15, 2015 weekly closing.

In accordance with the Company’s share pricing policy, its board of directors determined that a reduction in the public offering price per share was warranted following a decline in the Company’s estimated net asset value per share to an amount more than 5% below the then-current net offering price. As a result of the decrease in the Company’s public offering price per share, the maximum combined sales commission and dealer manager fee per share and the net proceeds per share will correspondingly decrease from $1.00 to $0.97 and $9.00 to $8.78, respectively.







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.
 
 
 
 
 
 
 
HMS Income Fund, Inc.
 
 
 
 
January 12, 2015
 
By:
/s/ Ryan T. Sims     
 
 
 
 
Name: Ryan T. Sims
 
 
 
Title: Chief Financial Officer and Secretary