Private Placement Form 8 K

Item 3.02 Unregistered Sales of Equity Securities

On October 1, 2024, Audax Credit BDC Inc. (the "Company") delivered a capital drawdown notice to one of its investors relating to the sale of shares of the Company's common stock, par value $0.001 per share (the "Common Stock") for an aggregate offering price of $66.0 million. The sale closed on October 15, 2024.

The sale of Common Stock was made pursuant to a subscription agreement entered into by the Company and the investor. Under the terms of the subscription agreement, the investor is required to fund drawdowns to purchase shares of Common Stock up to the amount of its capital commitment on an as-needed basis with a minimum of 10 calendar days' prior notice.

The issuance of the Common Stock is exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof. The Company has not engaged in general solicitation or advertising with regard to the issuance and sale of the Common Stock and has not offered securities to the public in connection with such issuance and sale.