UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01 Other Events
On May 2, 2025, Pennant Park Investment Corporation (the “Company”) filed an amendment to its Annual Report on Form 10-K for the year ended September 30, 2024 to provide audited financial statements for JF Holdings Corp. (“JF Holdings”), an unconsolidated portfolio company of the Company, for the years ended December 31, 2024 and 2023 (as Exhibit 99.3), and audited financial statements for JF Holdings for the years ended December 31, 2023 and 2022 (as Exhibit 99.2) (collectively, the “Impacted Financial Statements”). The Company filed the Impacted Financial Statements for JF Holdings pursuant to Rule 3-09 of Regulation S-X promulgated under the Securities Exchange Act of 1934, as amended.
By letter dated May 15, 2025, BDO USA, P.C. (“BDO”), JF Holdings’ independent registered public accounting firm, advised the Chief Financial Officer of the Company that the Impacted Financial Statements reflect the application of accounting principles that do not satisfy the requirements of Rule 3-09, namely the election to amortize goodwill, and should not be relied on.
As a result, BDO advised that appropriate action should be taken to prevent further reliance on the Impacted Financial Statements. Following due inquiry and discussion with BDO, the Company is making disclosure herewith to prevent such reliance.
The Impacted Financial Statements do not impact the Company’s previously issued audited financial statements, for the fiscal year ended September 30, 2024, or the opinion issued by RSM US LLP, the Company’s registered public accounting firm, thereon or the unaudited financial statements for the fiscal quarters ended December 31, 2024 and March 31, 2025. Management believes that the Company’s audited consolidated financial statements contained in the Company’s previously filed Form 10-K for the fiscal year ended September 30, 2024 and its unaudited financial statements contained in its previously filed Form 10-Qs for the fiscal quarters ended December 31, 2024 and March 31, 2025 may continue to be relied on, including with respect to the disclosures relating to JF Holdings and its subsidiaries contained therein.
The Company undertakes to file amended versions of the Impacted Financial Statements when made available by JF Holdings.
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.
| PennantPark Investment Corporation | ||||||
| Date: June 6, 2025 | By: | /s/ Richard T. Allorto, Jr. | ||||
| Richard T. Allorto, Jr. | ||||||
| Chief Financial Officer & Treasurer | ||||||