Pennantpark Investment Corp 8-K/A, filed Oct 10, 2025
Pennantpark Investment Corp (PNNT)
About this 8-K/A
Pennantpark Investment Corp filed this 8-K/A on October 10, 2025.
Items reported
- Item 8.01: Other events
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
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Explanatory Note
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 generally accepted accounting principles applicable to SEC-registered companies, including 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, March 31, 2025 and June 30, 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, March 31, 2025 and June 30, 2025 may continue to be relied on, including with respect to the disclosures relating to JF Holdings and its subsidiaries contained therein.
In addition, based on discussion among the Company, JF Holdings and BDO subsequent to June 6, 2025, JF Holdings concluded that, because BDO performed work on JF Holdings’ income tax provision during the periods covered by the Impacted Financial Statements, BDO was not independent of JF Holdings during the applicable periods under Public Company Accounting Oversight Board (“PCAOB”) standards at the time that it issued its audit reports included in the Impacted Financial Statements.
The Company is exploring with JF Holdings and BDO an amendment to the Impacted Financial Statements to comply with the requirements of Rule 3-09 and the PCAOB Standards, and is also exploring other approaches, including seeking relief from the SEC with respect to amending the Impacted Financial Statements.
SIGNATURES
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.
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PennantPark Investment Corporation |
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Date: |
October 10, 2025 |
By: |
/s/ Richard T. Allorto, Jr. |
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Richard T. Allorto, Jr. |