0001193125-16-621293.txt : 20160614 0001193125-16-621293.hdr.sgml : 20160614 20160614160830 ACCESSION NUMBER: 0001193125-16-621293 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160610 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20160614 DATE AS OF CHANGE: 20160614 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NF Investment Corp. CENTRAL INDEX KEY: 0001561528 IRS NUMBER: 611696304 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 814-01004 FILM NUMBER: 161713122 BUSINESS ADDRESS: STREET 1: 520 MADISON AVENUE STREET 2: 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212 813 4900 MAIL ADDRESS: STREET 1: 520 MADISON AVENUE STREET 2: 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 8-K 1 d210217d8k.htm FORM 8-K Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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):

June 10, 2016

 

 

NF Investment Corp.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Maryland   No. 000-54961   No. 61-1696304
(State or Other Jurisdiction   (Commission   (IRS Employer
of Incorporation)   File Number)   Identification No.)

 

520 Madison Avenue, 38th Floor

New York, New York

   10022
(Address of Principal Executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (212) 813-4900

Former name or former address, if changed since last report: N/A

 

 

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 Instructions A.2.):

 

  ¨ 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))

 

 

 

Item 3.02. Unregistered Sales of Equity Securities.

On June 10, 2016, NF Investment Corp. (the “Company”) delivered a capital drawdown notice to investors relating to the issuance of 467,290 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), for an aggregate offering price of approximately $9.0 million. The shares are expected to be issued on or around June 24, 2016.

The issuance of Common Stock is being made pursuant to subscription agreements (“Subscription Agreement”) entered into by the Company and its investors. Under the terms of the Subscription Agreement, investors are required to fund drawdowns to purchase shares of Common Stock up to the amount of their respective capital commitments on an as-needed basis with a minimum of 10 business days’ prior notice to investors.

The issuance and sale of the Common Stock is exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(2) thereof and Regulation D and Regulation S thereunder.

 

1

SIGNATURE

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.

 

NF Investment Corp.
(Registrant)
By:  

      /s/ Orit Mizrachi

Name:   Orit Mizrachi
Title:   Chief Operating Officer

Date: June 14, 2016

 

2