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): ~~September~~November 2814, 2018

VII Peaks Co-Optivist Income BDC II, Inc.

(Exact name of registrant as specified in its charter)

Maryland	0-54615	45-2918121
(State or other jurisdiction	(Commission File No.)	(I.R.S. Employer
of incorporation)		Identification No.)

4 Orinda Way, Suite 125-A

Orinda, California

94563

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code: (855) 889-1778

Not Applicable

(Former name or 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):

¨ 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))

¨	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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Section 8 – Other Events

Item 8.01 ~~Other~~Results ~~Events~~of Operations and Financial Condition.

On ~~September~~November 2814, 2018, the Board of Directors of the ~~Registrant~~VII ~~declared~~Peaks byCo-Optivist ~~consent~~Income aBDC ~~monthly~~II, ~~distribution of $~~Inc.~~00384~~ ~~per~~(the ~~share.~~“Company”) ~~This~~held its ~~distribution,~~quarterly ~~year to date~~meeting, ~~reflects~~at ~~a reduced~~which ~~2.23%~~the ~~annualized~~disinterested ~~distribution~~members ~~rate~~of ~~based on~~ the ~~current offering price~~ Board of ~~$8.75.~~Directors ~~The~~unanimously ~~distribution~~reapproved ~~will~~the beAdministration Agreement with ~~paid~~VII ~~on October~~Peaks 3Capital, ~~2018~~LLC, tothe ~~stockholders~~Manager of ~~record~~the ~~on September 28, 2018~~Company.

The Board of Directors also ratified the Registrant’s decision not to make the previously declared distribution for April 2018, due to the circumstances explained in the letter to investors attached as Exhibit 99.1 hereto.SIGNATURES

InPursuant ~~connection~~to ~~with~~the ~~this~~requirements ~~distribution,~~of the ~~Registrant~~Securities ~~sent~~Exchange aAct ~~letter~~of 1934, the registrant has duly caused this report to be signed on its ~~investors,~~behalf ~~which~~by isthe ~~attached~~undersigned ashereunto ~~Exhibit~~duly 99authorized.~~1 hereto.~~

Item 9.01 Exhibits.

	VII Peaks Co-Optivist Income BDC II, Inc.

November 16, 2018
	By:	/s/ Gurpreet S. Chandhoke
		Gurpreet S. Chandhoke
		Chairman of the Board of Directors, Chief Executive Officer and President

(d) Exhibits:

Exhibit Number		Description
99.1		Letter to Investors, dated October 1, 2018

SIGNATURES

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.

	VII Peaks Co-Optivist Income BDC II, Inc.
October 2, 2018
	By:	/s/ Gurpreet S. Chandhoke
		Gurpreet S. Chandhoke

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