Current Report Filing (8-k)
January 24 2018 - 5:13PM
Edgar (US Regulatory)
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): January 24, 2018 (January 24, 2018)
PRINCETON
CAPITAL CORPORATION
(Exact
name of registrant as specified in its charter)
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Maryland
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814-00710
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46-3516073
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer
ID Number)
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800
Turnpike Street
Suite
300
North
Andover, Massachusetts
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01845
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (978) 794-3366
(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:
☐
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Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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. ☐
I
tem
8.01 Other Events.
Results
of Investigation
As
previously disclosed by Princeton Capital Corporation (the “Company”), on September 25, 2017, the United States of
America filed Complaints against Munish Sood and others captioned
U.S. v. Lamont Evans, et al.
and
U.S. v. James Gotto,
et al.
, in the Southern District of New York. At the time of the allegations, Mr. Sood was a member of the Board of Directors
(the “Board”) of the Company, the Chief Executive Officer of the Company, and the President of the Company. As previously
disclosed, as a result of the allegations, Mr. Sood resigned from his positions as a director, Chief Executive Officer, and President,
effective September 27, 2017.
As
a result of the allegations contained in the Complaints, also on September 27, 2017 and as previously disclosed, the Board authorized
and directed its Audit Committee (which consists of the Board’s three independent board members) to conduct an independent
investigation into whether such events impacted the Company, and the extent to which any officer or employee of the Company may
have been involved, and whether any corporate funds may have been utilized in the conduct alleged.
The
Audit Committee has conducted an independent investigation into this matter with the assistance of outside advisors. The investigation
concluded on January 24, 2018. The investigation uncovered (i) no evidence that the allegations contained in the Complaints impacted
the Company (other than the resignation of Mr. Sood), (ii) no evidence that any officer or employee of the Company, other than
(as has been alleged) Mr. Sood, had any involvement in the allegations contained in the Complaints, and (iii) no evidence that
any corporate or portfolio company funds were utilized in the conduct alleged in the Complaints. In respect to Mr. Sood, the Audit
Committee did not make any judgment regarding the criminal allegations made by the U.S. Attorney in its Complaints. As a result
of this investigation, the Company, its Audit Committee, and its advisors have concluded that the Company’s internal controls
over financial reporting are effective and do not recommend implementing any additional procedures or controls at this time.
SIGNATURE
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereto duly authorized.
Dated: January
24, 2018
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PRINCETON
CAPITAL CORPORATION
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By:
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/s/
Gregory J. Cannella
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Name:
Gregory J. Cannella
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Title: Chief Financial Officer
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