FAX Abrdn Asia-Pacific Income Fund, Inc. - 8-K

Item 1.01.

Entry into a Material Definitive Agreement.

Series B Mandatorily
Redeemable Preferred Shares

On October 3,
2024, abrdn Asia-Pacific Income Fund, Inc. (NYSE: FAX) (the “Fund”) entered into a purchase agreement (the “Purchase
Agreement”), by and among the Fund and each purchaser named therein (the “Purchasers”), in connection with the issuance
and sale of 4,000,000 shares of the Fund’s Series B Mandatorily Redeemable Preferred Shares due October 3, 2029, liquidation
preference of $25.00 (the “MRP Shares”), in a transaction exempt from registration pursuant to Rule 506(c) under
the Securities Act of 1933, as amended (the “Preferred Placement”). The Fund received gross proceeds from the sale of the
MRP Shares of $100 million.

Item 3.02.

Unregistered Sale of Equity Securities

The disclosure
required by this Item and included in Item 1.01 of this Current Report is incorporated herein by reference.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The Fund adopted the Articles Supplementary
(the “Articles”), dated October 1, 2024, establishing and fixing the rights and preferences of the MRP Shares. The
Articles authorize 4,000,000 MRP Shares, liquidation preference $25.00 per share. A copy of the Articles is filed herewith as
Exhibit 3.1 and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d)  Exhibits

3.1

Articles
Supplementary to the Articles of Incorporation, dated as of October 1, 2024

10.1

Securities
Purchase Agreement, dated as of October 3, 2024, between the Fund and the Purchasers

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