Current Report Filing (8-k)
02 April 2019 - 9:13PM
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):
April 2, 2019
GSV
CAPITAL CORP.
(Exact name of registrant as specified in
its charter)
Maryland
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1-35156
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27-4443543
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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345 California Street, 6th Floor
San Francisco, CA 94104
(Address of principal executive offices
and zip code)
Registrant’s telephone number, including
area code:
(650) 235-4769
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:
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¨
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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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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 (17 CFR §230.405) or Rule 12b-2 of the
Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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.
¨
On March 18, 2019,
GSV Capital Corp. (the
“Company”)
announced that it would not be able to file its Annual Report on Form
10-K for the fiscal year ended December 31, 2018 (the
“Form 10-K”
) by the filing deadline because the
Company’s independent directors retained independent counsel to conduct a review of certain operational and administrative
activities. At that time, the Company expected to be able to file the Form 10-K on or before April 2, 2019, which is the deadline
for filing the Form 10-K prescribed by Rule 12b-25 under the Securities Exchange Act of 1934, as amended. However, the internal
review is not yet complete and, as a result, the Company will not be able to file the Form 10-K by April 2, 2019.
The Company
remains supportive of, and has cooperated fully with, the internal review and the independent counsel. While the exact date on
which the internal review will be complete is uncertain, the Company expects that it should be complete within two weeks. Importantly,
the Company does not expect the internal review to result in any change to the Company’s financial
statements or results of operations that were reported in its earnings release on March 14, 2019.
The information disclosed
under this Item 8.01 is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise. The information in this Item 8.01 shall
not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended,
or into any filing or other document pursuant to the Exchange Act, except as otherwise expressly stated in any such filing.
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: April 2, 2019
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GSV CAPITAL CORP.
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By:
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/s/ Allison Green
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Allison Green
SVP Finance, Controller, Treasurer and Secretary
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