UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~May~~August 1316, 2023

StHealth Capital Investment Corporation

(Exact name of Registrant as Specified in Its Charter)

Maryland

(State or Other Jurisdiction
of Incorporation)

814-01137

(Commission
File Number)

47-1709055

(IRS Employer
Identification No.)

5050 Quorum Drive, Suite 700 #9629

Dallas, TX 75254

Registrant’s telephone number, including area code: (212) ~~671~~601-~~0078~~2769

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	N/A	Not registered on any exchange at this time
Preferred Stock, par value $0.001 per share	N/A	Not registered on any exchange at this time

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 18.0201. ~~Termination~~Other ~~of a Material Definitive Agreement~~Events

By resolution on ~~October~~August 1116, ~~2022~~2023, the Board ~~determined~~resolved to ~~recommend~~consent to ~~the~~ ~~Fund’s~~an ~~shareholders~~Order of ~~that~~ the ~~Fund~~Securities beand ~~liquidated.~~Exchange ToCommission ~~that~~(“SEC”) ~~end,~~pursuant ~~the Fund’s management is taking necessary steps~~ to ~~enable the~~Section ~~Board~~12(j) toof ~~procure a shareholder vote on~~ the ~~proposed~~Securities ~~liquidation.~~Exchange ~~The~~Act ~~disinterested directors~~ of ~~the~~1934 ~~Board~~(“Exchange Act”) ~~believe~~ that ~~the~~revokes ~~services of~~ the ~~Advisor~~registration ~~are~~of noeach ~~longer~~class ~~needed because~~ of ~~the~~StHealth ~~anticipated~~Capital ~~liquidation~~Investment ~~and~~Corporation ~~the~~securities ~~fact~~registered ~~the~~pursuant ~~Fund’s~~to ~~assets will not be further invested~~Exchange ~~pending~~Act ~~the~~Section ~~shareholder~~12. ~~vote~~The onrevocation ~~the~~will ~~liquidation~~become ~~proposal.~~effective By90 ~~resolution~~days onafter ~~May 13, 2023,~~ the ~~disinterested~~SEC ~~Directors~~enters of the ~~Board terminated the Advisory Agreement~~order.

For reasons disclosed in the Company’s October 26, 2022, Form 8-K, the Company has been unable to comply with Exchange Act Section 13(a) and Rules 13a-1 and 13a-13, which has resulted in the Commission’s decision to seek revocation of the Company’s Exchange Act registration.

Forward-Looking Statements

This Current Report on Form 8-K may contain certain forward-looking statements, including statements with regard to the future performance and operation of the Company. Words such as “believes,” “expects,” “projects” and “future” or similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions. Certain factors could cause actual results to differ materially from those projected in these forward-looking statements, and some of these factors are enumerated in the filings the Company makes with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise any forward- looking statements, whether as a result of new information, future events or otherwise.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: ~~May~~September 1318, 2023

StHealth Capital Investment Corporation

By:

/s/ Glenn Metts

Name: Glenn Metts

Title: Chief Executive Officer

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