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): May8, 2019
TP Flexible Income Fund, Inc.
(Exact name of registrant as specified in its charter)
Maryland | 814-00908 | 45-2460782 |
(State or other jurisdiction of incorporation or organization) | Commission File Number | (I.R.S. Employer Identification No.) |
10 East 40th Street, 42ndFloor
New York, NY 10016
(Address of principal executive offices)
(212) 448-0702
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Check the appropriate box below if the Form 8-K 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)) | |
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. ☐
Item 7.01. | Regulation FD Disclosure. |
As further described in a current report on Form 8-K filed on April 1, 2019 with the Securities and Exchange Commission (“SEC”), on March 31, 2019, Triton Pacific Investment Corporation, Inc. (the “Company”)completed its merger with Pathway Capital Opportunity Fund, Inc. (“PWAY”), pursuant to that certain Agreement and Plan of Merger dated as of August 10, 2018 and as amended and restated as of February 12, 2019 (the “Merger Agreement”), between the Company and PWAY. Pursuant to the Merger Agreement, PWAY merged with and into the Company, with the Company as the combined surviving corporation (the “Merger”). In connection with the Merger, the Company changed its name to TP Flexible Income Fund, Inc.
As was previously disclosed, in connection with the Merger, PWAY expected to reposition its portfolio, including by selling portfolio investments that were not “qualifying assets” under the Investment Company Act of 1940, as amended (the “1940 Act”), for cash and re-investing such proceeds in assets that are “qualifying assets” under the 1940 Act and consistent with the Company’s investment strategy.
As of April 30, 2019, PWAY and the Company completed a substantial amount of such portfolio repositioning and published an updated Schedule of Investments as of April 30, 2019 (the “Schedule of Investments”). A copy of the Schedule of Investments is included as Exhibit 99.1 to this filing.
By filing this Current Report on Form 8-K and furnishing the information contained herein, the Company makes no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD.
The information contained in the Schedule of Investments is summary information that is intended to be considered in the context of the Company’s SEC filings and other public announcements that the Company may make, by press release or otherwise, from time to time. The Company undertakes no duty or obligation to publicly update or revise the information contained in this report, although it may do so from time to time as its management believes is warranted. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure.
The information presented in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or specifically incorporates it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
99.1 | Schedule of Investments as of April 30, 2019 |
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 thereunto duly authorized.
Dated: May 8, 2019 | TP Flexible Income Fund, Inc. | |
By | /s/ M. Grier Eliasek | |
M. Grier Eliasek Chief Executive Officer (Principal Executive Officer) |