13D Filing: Capital Point Partners Reaches Agreement with Princeton Capital Corp (PIAC)

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CUSIP No. 741865 109				Page 1 of 5
		SCHEDULE 13D

Item 1.

Security and Issuer.

This statement constitutes Amendment No. 1 to the Schedule 13D relating to
the common stock, par value $0.001 per share (“Shares”), issued by Princeton Capital Corporation (the “Issuer”) and hereby amends the Schedule 13D filed with the Security Exchange Commission on
September 18, 2015 (the “Schedule 13D”), to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meaning ascribed to such term in the
Schedule 13D.

Item 4.

Purpose of Transaction.

Item 4 is hereby amended to add the following.

On January 19, 2016, the Issuer, Princeton Advisory Group, Inc. (“Princeton Group”), Gregory J. Cannella
(“Cannella”), Munish Sood (“Sood”), Thomas Jones, Jr. (“Jones Jr.”) and Trennis L. Jones (“Jones” and together with Jones Jr., the
“Independent Directors” and the Independent Directors together with the Issuer, Princeton Group, Cannella and Sood, the “Settling Defendants” or the “Princeton Parties”) on the
one hand, entered into a settlement agreement (“Settlement Agreement”) with Capital Link Fund I, LLC (“Capital Link”), CT Horizon Legacy Fund, LP (“CT Horizon”), Capital Point
Partners, LP (“CPP I”), and Sema4, Inc. (“Semaphore” and together with Capital Link, CT Horizon and CPP I, the “Plaintiffs” or the “Capital Point
Parties”) on the other hand.

Subject to the terms and conditions contained therein, the Settlement Agreement settles between the Plaintiffs
and the Settling Defendants the disputes described in the lawsuit captioned Capital Link Fund I, LLC, et al. v. Capital Point Management, LP, et al., C.A. No. 11483-VCN (the “Litigation”). For the avoidance of
doubt, none of the following is a party to the Settlement Agreement: Alfred Jackson (“Jackson”), Martin Tuchman (“Tuchman”), Capital Point Management, LP (“CPM”), Capital Point
Advisors, LP (“CPA”) or Princeton Investment Advisors, LLC (“PIA,” and, together with Jackson, Tuchman, CPM and CPA, collectively the “Non-Settling Defendants”). The following
description of the Settlement Agreement is qualified in its entirety by reference to the full text of the Settlement Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Prior to and in connection with the execution of the Settlement Agreement, the board of directors of the Issuer (the “Board”)
authorized the Issuer entering into the Settlement Agreement and the transactions contemplated by the Settlement Agreement, including the following actions:

i.

increasing the size of the Board from five (5) directors to six (6) directors with such vacancy to be designated as a Class III Director, with a term expiring 2017;

ii.

appointing Darren Stainrod and Martin Laidlaw (the “Capital Point Directors”) to the Board, as Class I and Class III Directors, and appointing at least one Capital Point Director to each committee and subcommittee of the Board;

iii.

replacing Jackson as Chairman of the Board with Darren Stainrod (the “New Chairman”);

iv.

terminating the Investment Advisory Agreement, dated as of March 13, 2015 (the “Current Investment Advisory Agreement”), between the Issuer and PIA, with such termination to be effective on the later of (x) sixty (60) days after written notice of such termination is received by PIA and (y) the date a new investment advisory agreement is approved and adopted by the stockholders of the Issuer (whereupon that License Agreement, dated as of March 13, 2015 between the Issuer and PIA shall thereupon automatically terminate);

v.

approving and adopting the Investment Advisory Agreement (in the form attached as Exhibit A to the Settlement Agreement) (the “New Investment Advisory Agreement”), between the Issuer and Princeton Group, and recommending its approval by the stockholders of the Issuer at the Annual Meeting (as defined below);

vi.

amending the Bylaws of the Issuer to provide that, from and after January 18, 2016 until the Transition Date (as defined in the Settlement Agreement), (x) a quorum of the Board shall require both a majority of the directors and the presence of at least one of the Capital Point Directors, (y) no committee or subcommittee of the Board may be constituted without the inclusion of at least one of the Capital Point Directors, and (z) no committee or subcommittee of the Board of Directors may take any action (whether by written consent or at a meeting), unless at least one of the Capital Point Directors approves or otherwise votes in favor of such action. The amended Bylaws will also provide that only the Nominating and Corporate Governance Committee (or, as permitted by applicable law and in accordance with the Bylaws, the stockholders of the Issuer) may nominate any persons for election as directors of the Issuer; and

vii.

directing that an annual meeting of the stockholders of the Issuer be called upon a date not later than 120 days after the date of the Settlement Agreement, for the purposes set forth in the Settlement Agreement, including the election to the Board of Mr. Mark DiSalvo and Mr. Greg Bennett.