Current Report Filing (8-k)
May 19 2020 - 3:08PM
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): May 19, 2020 (May 18, 2020)
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. ☐
Securities registered
pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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None
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None
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None
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Item 5.03
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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On
May 18, 2020, the Board of Directors (the “Board”) of Princeton Capital Corporation (the “Company”) approved
and adopted an amendment to the exclusive forum provision in the Company’s bylaws.
Prior
to the amendment, unless the Company consents in writing, the courts of the State of Maryland in the City of Baltimore, are the
sole and exclusive forum for (a) any derivative action or proceeding brought on the Company’s behalf, (b) any action asserting
a claim of breach of a duty owed by a director, officer, or other employee of the Company to the Company or to the Company’s
stockholders, (c) any action asserting a claim pursuant to any provision of the Maryland General Corporation Law (the “MGCL”),
or (d) any action asserting a claim governed by the internal affairs doctrine (or as to this subpart (d), if no state court of
the State of Maryland has subject matter jurisdiction, the United States District Court for the District of Maryland).
Pursuant
to the amendment now approved and adopted, unless the Company consents in writing to the selection of an alternative forum, the
United States District Court for the District of Maryland, to the fullest extent permitted by law, shall be the sole and exclusive
forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended. The
amendment also clarifies and specifies that the Circuit Court for Baltimore City, Maryland is the appropriate forum for the claims
described above that are to be brought in State court or, if that court does not have jurisdiction, the United Stated District
Court for the District of Maryland, and that all claims that are Internal Corporate Claims (as defined under the MGCL) be brought
in such Circuit Court.
The
foregoing description of the amendment to the Company’s bylaws does not purport to be complete and is qualified in its entirety
by reference to the full text of the amendment, which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
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Item
9.01.
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Financial
Statements and Exhibits.
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(d)
Exhibits
SIGNATURE
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf
by the undersigned hereto duly authorized.
Dated: May 19, 2020
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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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Princeton Capital (PK) (USOTC:PIAC)
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