Amendment: SEC Form 10-K/A filed by Prospect Capital Corporation
$PSEC
Finance: Consumer Services
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the fiscal year ended OR | |||||
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
Commission File Number: 814-00659
(Exact name of Registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (212 ) 448-0702
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbols | Name of each exchange on which registered | ||||||
Securities registered pursuant to Section 12(g) of the Act:
| 5.50% Series A1 Preferred Stock, par value $0.001 | ||
| 5.50% Series AA1 Preferred Stock, par value $0.001 | ||
| 5.50% Series MM1 Preferred Stock, par value $0.001 | ||
| 5.50% Series M1 Preferred Stock, par value $0.001 | ||
| 5.50% Series M2 Preferred Stock, par value $0.001 | ||
| 5.50% Series A2 Preferred Stock, par value $0.001 | ||
| 6.50% Series A3 Preferred Stock, par value $0.001 | ||
| 6.50% Series M3 Preferred Stock, par value $0.001 | ||
| 6.50% Series AA2 Preferred Stock, par value $0.001 | ||
| 6.50% Series MM2 Preferred Stock, par value $0.001 | ||
| Floating Rate Series A4 Preferred Stock, par value $0.001 | ||
| Floating Rate Series M4 Preferred Stock, par value $0.001 | ||
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý No o
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No ý
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ý No o
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ý | Accelerated filer | o | Non-accelerated filer | o | Smaller reporting company | 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. o
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o
Indicate by check mark whether any of those error corrections are restatements that required recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No ☒
The aggregate market value of the common equity held by non-affiliates of the Registrant as of December 29, 2023 was $1.809 billion (based on the closing price on that date of $5.99 on the NASDAQ Global Select Market). For the purposes of calculating this amount only, all executive officers and Directors are “affiliates” of the Registrant.
As of August 27, 2024, there were 428,988,217 shares of the Registrant’s common stock outstanding.
Documents Incorporated by Reference
Portions of the Registrant’s definitive Proxy Statement relating to the 2024 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission, are incorporated by reference in Part III of this Annual Report on Form 10-K to the extent described therein.
EXPLANATORY NOTE
The Registrant is filing this Amendment No. 1 (the “Amendment”) to its Annual Report on Form 10-K for the fiscal year ended June 30, 2024, which was filed on August 28, 2024 (the “Form 10-K”), solely to amend the format of the audited financial statements of National Property REIT Corp. (“NPRC”), being filed as Exhibits 99.1 and 99.2 herewith, in accordance with Rule 304(e) of Regulation S-T. The Registrant previously determined that NPRC met the conditions of a significant subsidiary under Rule 1-02(w) of Regulation S-X for which the Registrant is required, pursuant to Rule 3-09 of Regulation S-X, to attach separate audited financial statements as an exhibit to its Form 10-K as of and for the years ended December 31, 2023, 2022 and 2021.
Except as otherwise expressly noted, this Amendment does not modify or update in any way (i) the consolidated financial position, the results of operations or cash flows of the Company, or (ii) the disclosures in or exhibits to the Form 10-K; nor does it reflect events occurring after the filing of the Form 10-K. Among other things, forward-looking statements made in the Form 10-K have not been revised to reflect events that occurred or facts that became known to us after the filing of the Form 10-K, and such forward-looking statements should be read in their historical context. Furthermore, this Amendment should be read in conjunction with the Form 10-K and any subsequent filings with the U.S. Securities and Exchange Commission.
PART IV
Item 15. Exhibits, Financial Statement Schedules
The following documents are filed as part of this Annual Report:
1.Financial Statements – See the Index to Consolidated Financial Statements in Item 8 of the Annual Report on Form 10-K filed with the SEC on August 28, 2024.
2.Financial Statement Schedules – The financial statements of National Property REIT Corp. required by Rule 3-09 of Regulation S-X will be provided as Exhibit 99.1 and Exhibit 99.2 to this report.
3.Exhibits – The following exhibits are filed as part of this report (according to the number assigned to them in Item 601 of Regulation S-K):
Exhibit No. | |||||
| 23.3 | |||||
| 23.4 | |||||
| 31.3 | |||||
| 31.4 | |||||
| 32.3 | |||||
| 32.4 | |||||
| 99.1 | |||||
| 99.2 | |||||
* | Filed herewith. | |||||||
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 on December 13, 2024.
| PROSPECT CAPITAL CORPORATION | |||||
| By: | /s/ JOHN F. BARRY III | ||||
| John F. Barry III | |||||
| Chairman of the Board and Chief Executive Officer | |||||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
| /s/ JOHN F. BARRY III | /s/ ANDREW C. COOPER | |||||||
| John F. Barry III | Andrew C. Cooper | |||||||
| Chairman of the Board, Chief Executive Officer and Director | Director | |||||||
| December 13, 2024 | December 13, 2024 | |||||||
| /s/ KRISTIN L. VAN DASK | /s/ WILLIAM J. GREMP | |||||||
| Kristin L. Van Dask | William J. Gremp | |||||||
| Chief Financial Officer | Director | |||||||
| December 13, 2024 | December 13, 2024 | |||||||
| /s/ M. GRIER ELIASEK | /s/ EUGENE S. STARK | |||||||
| M. Grier Eliasek | Eugene S. Stark | |||||||
| President, Chief Operating Officer and Director | Director | |||||||
| December 13, 2024 | December 13, 2024 | |||||||