UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
Current Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 31, 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| None | None | None |
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).
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. ☐
This Amendment No. 1 (this “Amendment No. 1”) is being filed to amend the Current Report on Form 8-K filed by TP Flexible Income Fund, Inc. (the “Company”) with the Securities and Exchange Commission on April 1, 2019 (the “Initial Form 8-K”). As previously reported in the Initial Form 8-K, on March 31, 2019, the Company completed its merger with Pathway Capital Opportunity Fund, Inc., a Maryland corporation (“PWAY”). In the Initial Form 8-K, the Company stated its intention to file the financial statements and pro forma financial information required by parts (a) and (b) of Item 9.01 of Form 8-K no later than seventy-one (71) calendar days after the date that the Initial Form 8-K was required to be filed with the Securities and Exchange Commission. Pursuant to the instructions to Item 9.01 of Form 8-K, the Company hereby files this Amendment No. 1 to amend the Initial Form 8-K in order to include the required financial statements and pro forma financial information that were previously omitted.
| Item 9.01 | Financial Statements and Exhibits. |
| | (a) | Financial Statements of Business Acquired.The financial statements required to be provided herein pursuant to Regulation S-X were included in Pre-Effective Amendment No. 1 to the Company’s Registration Statement on Form N-14 (Reg. No. 333-226811) filed on February 13, 2019, which is incorporated by reference in this Item 9.01(a). |
| | | |
| | (b) | Pro forma financial information.The unaudited pro forma condensed combined financial information of the Company and PWAY as of and for the year ended March 31, 2019 are filed herewith as Exhibit 99.1. |
| | | |
| | (d) | Exhibits. |
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.
| Dated: June 14, 2019 | TP Flexible Income Fund, Inc. |
| | | |
| | By | /s/ M. Grier Eliasek |
| | | M. Grier Eliasek |
| | | Chief Executive Officer |
| | | (Principal Executive Officer) |
