NT 10-K
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a20220829-psecnt10xk.htm
NT 10-K
Document
UNITED STATES
SEC FILE NUMBER
SECURITIES AND EXCHANGE COMMISSION
814-00659
Washington, D.C. 20549
CUSIP NUMBER
74348T102
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check one):
x
Form 10-K
o
Form 20-F
o
Form 11-K
o
Form 10-Q
o
Form 10-D
o
`
Form N-CEN
o
Form N-CSR
For Period Ended: June 30, 2022
o
Transition Report on From 10-K
o
Transition Report on From 20-F
o
Transition Report on From 11-K
o
Transition Report on From 10-Q
For the Transition Period Ended:
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I — REGISTRANT INFORMATION
Prospect Capital Corporation
Full Name of Registrant
Former Name if Applicable
10 East 40th Street, 42nd Floor
Address of Principal Executive Office (Street and Number)
New York, NY 10016
City, State and Zip Code
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PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
x
(a)
The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
(b)
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
(c)
The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
PART III — NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
Prospect Capital Corporation (the “Company”) is unable to file its Annual Report on Form 10-K for the fiscal year ended June 30, 2022 (the “2022 Form 10-K”) within the prescribed time period without unreasonable effort or expense primarily because the Company requires additional time to complete its assessment of the effectiveness of its internal control over financial reporting and the Company’s independent registered accounting firm requires additional time to complete its audit of the Company’s internal control over financial reporting.
Management is in the process of performing an assessment of the effectiveness of the Company’s internal control over financial reporting as of June 30, 2022, based upon criteria in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Although the assessment is not yet complete, we expect to report a material weakness in our internal control over financial reporting relating to the operation of management review controls over the valuation of collateralized loan obligations (“CLOs”), including management’s review procedures over the completeness and accuracy of the underlying data used in performing those review procedures. Additionally, we expect to report a material weakness relating to our control environment and monitoring activities; specifically, with respect to evaluating internal control deficiencies in a timely manner.
As a result of the foregoing, the Company needs additional time to finalize its financial statements and related disclosures to be filed as part of the 2022 Form 10-K. The Company expects to file its 2022 Form 10-K within the extension period of 15 calendar days as provided by Rule 12b-25 under the Securities Exchange Act of 1934, as amended.
The Company anticipates that the material weaknesses described above will not require a fourth quarter 2022 adjustment or materially impact its consolidated financial statements for any prior annual or interim periods.
This report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, including those relating to the filing of the 2022 Form 10-K, other than statements of historical fact included in this report are forward-looking statements. When used in this report, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to the Company or its management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the Securities and Exchange Commission (the “SEC”). All subsequent written or oral forward-looking statements attributable to the Company or persons acting on its behalf are qualified in their entirety by this paragraph. Forward-looking statements are
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subject to numerous conditions, many of which are beyond the control of the Company. The Company undertakes no obligation to update any such statement now or in the future.
PART IV — OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this notification
Kristin Van Dask
212
448-0702
(Name)
(Area Code)
(Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
Yes
x
No
o
(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
Yes
o
No
x
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made.
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Prospect Capital Corporation
(Name of Registrant as Specified in the Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
