Washington, D.C. 20549






Current Report Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): December 4, 2018 (December 4, 2018)


KCAP Financial, Inc.

(Exact name of registrant as specified in its charter)


Delaware 814-00735 20-5951150
(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)



NEW YORK, NY 10017

(Address of principal executive offices and zip code)


Registrant’s telephone number, including area code: (212) 455-8300


Not applicable


Former name or former address, 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))


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. ¨







Item 8.01. Other Events.


On December 4, 2018, KCAP Financial Inc. (the “Company”) reached a final settlement with the Securities and Exchange Commission (the “SEC”) to resolve the previously disclosed informal investigation primarily concerning the characterization of distributions received by the Company from its wholly-owned asset management subsidiaries.


As part of the settlement with the SEC, the Company consented to the entry of an administrative order. The SEC’s order requires the Company to cease and desist from committing or causing any violations and any future violations of certain provisions of the federal securities laws and the rules promulgated thereunder.


The Company will not pay any penalty or other monetary amounts under the SEC’s order.







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.



Date:  December 4, 2018 KCAP Financial, Inc.
  By: /s/ Edward U. Gilpin
    Name: Edward U. Gilpin
    Title:  Chief Financial Officer