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) August 14, 2014

StoneCastle Financial Corp.

(Exact Name of Registrant as Specified in Charter)

Registrant’s telephone number, including area code (212) 354-6500

(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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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 August 14, 2014 the registrant issued a press release announcing its financial results for the quarter ended June 30, 2014. The text of the press release is included as Exhibit 99.1 to this Form 8-K.

The information disclosed under this item 2.02 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.

Item 9.01              Financial Statements and Exhibits.

(d) Exhibits:

2

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.

3

Exhibit Index

4

Exhibit 99.1

StoneCastle Financial Corp. Reports Second Quarter 2014 Results

$55.5 Million Invested in Second Quarter 2014 and $121.5 Million Since IPO

NEW YORK, August 14, 2014 — StoneCastle Financial Corp. (Nasdaq: BANX) (“StoneCastle Financial” or the “Company”), an investment company registered with the Securities and Exchange Commission (“SEC”), today announced results for the second fiscal quarter ended June 30, 2014.

Second Quarter 2014 Investment Highlights

·                  Invested $55.5 million in 31 investments during the second quarter 2014, and $121.5 million (net of securities that were called) since the Company’s initial public offering (“IPO”).

·                  Closed a $45 million revolving credit facility, of which $25 million has been drawn and invested.

·                  Received repayment of $3.9 million for four investments during the quarter ended June 30, 2014.

“We are pleased with our accomplishments in the second quarter, as we successfully deployed the balance of our capital from our IPO within our projected time horizon and investment objectives and closed on our revolving credit facility.  We also made considerable investments in what we believe to be stable community banks with predictable income,” stated Joshua Siegel, StoneCastle Financial’s Chairman & Chief Executive Officer.  “We continue to pursue our mission of seeking investment income and, to a lesser extent, capital appreciation for our investors in our effort to create value over time.”

Highlighted investments in banks in the second quarter 2014 included:

·                  An investment in $10.0 million floating rate non-cumulative preferred stock issued by Katahdin Bankshares Corp.

·                  An investment in $5.0 million fixed-rate cumulative perpetual preferred stock issued by HMN Financial, Inc.

·                  An investment in $3.8 million fixed-rate cumulative perpetual preferred stock issued by Old Second Bancorp, Inc.

A full listing of investments as of the end of the quarter can be found in the Company’s June 30, 2014 semi-annual report on N-CSR filed with the SEC.

At June 30, 2014, the estimated yield generated by the Invested Portfolio (excluding cash and cash equivalents), which comprised 92.4% of Total Assets, was 8.12%.

Second Quarter 2014 Financial Results

Net investment income was $1,379,470, or $0.29 per share, comprised of $2,200,441 in revenues and $820,971 of expenses. Net realized and unrealized losses on investments were ($793,161), or ($0.17) per share, comprised of $29,052 in realized gains and ($822,213) in net unrealized losses, due to the periodic change in valuations of our holdings.

For the quarter ended June 30, 2014, the Company’s net increase in net assets resulting from operations was $586,309, or $0.12 per share. The net increase in net assets resulting from operations is comprised of net investment income and net realized and unrealized gains/(losses) on investments.

The Company paid a quarterly dividend of $0.50 per share on June 27, 2014 to shareholders of record at the close of business on June 13, 2014.

At June 30, 2014, the Company had net assets of $104.8 million, and the Company’s Net Asset Value was $22.31 per share. As of the end of the quarter, the Company remained underleveraged, with only $25.0 million outstanding on its $45 million credit facility, representing approximately 19.1% of Total Assets.  According to the regulated investment company rules, the Company may borrow up to 33.3% of our total assets. StoneCastle Financial’s stated goal is to maintain leverage in future quarters equal to approximately 30% of total assets.

Portfolio and Investment Summary

As of the close of business on June 30, 2014, the Company had Total Assets of $130.7 million, consisting of investments with a fair value of $120.8 million (“Invested Portfolio”), cash and money market fund investments of $8.9 million, and other assets of $1.0 million.  “Total Assets” includes investments, cash, interest and dividends receivable, other assets and any proceeds from borrowings used to make a portfolio investment.

During the quarter ended June 30, 2014, the Company added 31 new investments totaling $55.5 million, and received repayment from mandatory calls on 4 investments of $3.9 million.

Recent Developments

Notice of Proposed Registered Offering

On July 29, 2014, the Company filed a registration statement with the SEC that has not yet been declared effective with respect to a public offering of common stock.  The offering contemplated by the registration statement will not commence until the registration statement is declared effective by the SEC. This notice is not an offer to sell the securities contemplated by the registration statement and the Company is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. The offer will be made only by means of a prospectus and only after a registration statement is filed with the SEC and declared effective.

Quarterly Conference Call

StoneCastle Financial will host a webcast and conference call August 14, 2014 at 5:00 pm Eastern time.

The conference call can be accessed by dialing 1-877-407-9039 for domestic callers or 1-201-689-8470 for international callers. Participants may also access the call via live webcast by visiting StoneCastle Financial’s investor relations website at www.stonecastle-financial.com. To listen to a live broadcast, go to the website at least 15 minutes prior to the scheduled start time in order to register, download and install any necessary audio software. A replay will be available shortly after the call and be available through midnight (Eastern Time) on August 28, 2014. The replay can be accessed by dialing 1-877-870-5176 for domestic callers or 1-858-384-5517 for international callers. The passcode for the replay is 13586153. The archive of the webcast will be available on the Company’s website for a limited time.

About StoneCastle Financial Corp.

StoneCastle Financial is an SEC registered non-diversified, closed-end investment company listed on the NASDAQ Global Select Market under the symbol “BANX.” StoneCastle Financial intends to make long-term, passive, non-control investments in community banks seeking capital for organic growth, acquisitions, share repurchases and other refinancing activities. Its investment objective is to provide current income and, to a lesser extent, capital appreciation. StoneCastle Financial is managed by StoneCastle Asset Management LLC.

Disclaimer and Risk Factors:

There is no assurance that StoneCastle Financial will achieve its investment objective. StoneCastle Financial is subject to numerous risks, including investment and market risks, management risk, income and interest rate risks, banking industry risks, preferred stock risk, convertible securities risk, debt securities risk, liquidity risk, valuation risk, leverage risk, non-diversification risk, credit and counterparty risks, market discount from net asset value risk and market disruption risk. Shares of closed-end investment companies may trade above (a premium) or below (a discount) their net asset value. Shares of StoneCastle Financial may not be appropriate for all investors. Investors should review and consider carefully StoneCastle Financial’s investment objective, risks, charges and expenses. Past performance does not guarantee future results. Learn more at www.stonecastle-financial.com.

The Annual Report, Semi-Annual Report and other regulatory filings of the Company with the SEC are accessible on the SEC’s website at www.sec.gov and on the Company’s website at www.stonecastle-financial.com, and may discuss these or other factors that affect the Company.

STONECASTLE FINANCIAL CORP.

Statement of Assets and Liabilities

(unaudited)

STONECASTLE FINANCIAL CORP.

Statement of Operations

(unaudited)

STONECASTLE FINANCIAL CORP.

Financial Highlights

(unaudited)

(1)    Assume the return for a shareholder for period indicated including a $.50 dividend participating in the Dividend Reinvestment Program. Not annualized.

(2)    Annualized

(3)    Not annualized