UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-K/A



(Mark
One)

| | ☒ | ANNUAL
                                         REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ------------------------------------------------------------------------------------------------------------------------------



| |  | For
                                         the fiscal year ended: December 31, 2017
| |  | -------------------------------------------------------------------------------------





OR



| | ☐ | TRANSITION
                                         REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ----------------------------------------------------------------------------------------------------------------------------------



Commission
file number 333-174873



Triton
Pacific Investment Corporation, Inc.



(Exact
name of registrant as specified in its charter)

|                                                                                       |  |                                                             
|-------------------------------------------------------------------------------------- |  | ------------------------------------------------------------
|Maryland                                                                               |  | 45-2460782                                                  
|(State
        or other jurisdiction
        of
        incorporation or organization) |  | (I.R.S.
        Employer
        Identification
        No.)
|                                                                                       | 
|6701
        Center Drive West, Suite 1450
        Los
        Angeles, CA 90045      
|(Address
                    of principal executive offices)                          

(310)
943-4990

(Registrant’s
telephone number, including area code)



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

|                        |  |                                         
|----------------------- |  | ----------------------------------------
|Title
    of each class |  | Name
    of exchange on which registered
|None                    |  | Not
    applicable                      



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



Common
Stock, $0.001 par value per share



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ 
No ☒



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ 
No ☒



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes ☒  No ☐



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ 
No ☐















Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.05 of this chapter) is not contained
herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐



Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.

|                            |  |                                                      |  |                                 |  | 
|--------------------------- |  | ---------------------------------------------------- |  | ------------------------------- |  | 
|Large accelerated
    filer |  | ☐                                                    |  | Accelerated
    filer ☐        
|                            |  |                                                     
|Non-accelerated
    filer   |  | ☒  (Do not check
    if a smaller reporting company) |  | Smaller
    reporting company ☐



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒



There
is no established market for the Registrant’s shares of common stock. The Registrant is currently conducting an ongoing
public offering of its shares of common stock pursuant to a Registration Statement on Form N-2, which shares are currently being
offered and sold at $15.06 per share, with discounts available for certain categories of purchasers, or at a price necessary to
ensure that shares are not sold at a price, net of sales load, below net asset value per share.



As
of April 26, 2018, there were 1,486,166.98 shares of the registrant’s Class A common stock, $0.001 par value, outstanding.













EXPLANATORY
NOTE



Triton
Pacific Investment Corporation, Inc. (the “Company,” “we,” “us,” or “our”) is filing
this Amendment No. 1 on Form 10-K/A (this “Amendment No. 1”) to amend our Annual Report on Form 10-K for
the year ended December 31, 2017, originally filed with the Securities and Exchange Commission (the “SEC”) on
April 2, 2018 (the “Original Form 10-K”), to include the information required by Items 10 through 14 of Part III
of Form 10-K. This information was previously omitted from the Original Form 10-K in reliance on General Instruction
G(3) to Form 10-K, which permits the information in the above referenced items to be incorporated in the Form 10-K by
reference from our definitive proxy statement if such statement is filed no later than 120 days after our fiscal year-end. We
are filing this Amendment No. 1 to provide the information required in Part III of Form 10-K because a definitive
proxy statement containing such information may not be filed by the Company within 120 days after the end of the fiscal year covered
by the Form 10-K.



Pursuant
to the rules of the SEC, Part IV, Item 15 has also been amended to contain the currently dated certifications from the Company’s
principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. The
certifications of the Company’s principal executive officer and principal financial officer are attached to this Amendment
No. 1 as Exhibits 31.3 and 31.4. Because no financial statements have been included in this Amendment No. 1 and this
Amendment No. 1 does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs
3, 4 and 5 of the certifications have been omitted. We are not including the certificate under Section 906 of the Sarbanes-Oxley
Act of 2002 as no financial statements are being filed with this Amendment No. 1. Part IV, Item 15 has also been amended
to include certain exhibits required to be filed as part of this Amendment No. 1.



Except
as described above, this Amendment No. 1 does not modify or update disclosure in, or exhibits to, the Original Form 10-K. Furthermore,
this Amendment No. 1 does not change any previously reported financial results, nor does it reflect events occurring after
the filing date of the Original 10-K. Information not affected by this Amendment No. 1 remains unchanged and reflects
the disclosures made at the time the Original 10-K was filed. This Amendment No. 1 should be read in conjunction
with the Original Form 10-K and with our filings with the SEC subsequent to the Original Form 10-K.











Table of Contents





|           |  |                                                                                                |  | Page | 
|---------- |  | ---------------------------------------------------------------------------------------------- |  | ---- | 
|           |  |                                                                                                |  |      | 
|Part III.  |  |                                                                                                |  |      | 
|Item 10.   |  | Directors, Executive Officers and Corporate Governance                                         |  | 1    | 
|Item 11.   |  | Executive Compensation                                                                         |  | 6    | 
|Item 12.   |  | Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters |  | 7    | 
|Item 13.   |  | Certain Relationships and Related Transactions and Director Independence                       |  | 8    | 
|Item 14.   |  | Principal Accountant Fees and Services                                                         |  | 11   | 
|           |  |                                                                                               
|Part IV.   |  |                                                                                                |  |      | 
|Item 15.   |  | Exhibits, Financial Statement Schedules                                                        |  | 12   | 
|           | 
|Signatures |  | 14                                                                                             | 













PART I



PART III



|Item 10. | Directors, Executive Officers and Corporate Governance
|-------- | ------------------------------------------------------



Board of Directors and Executive Officers.



Our board of directors
consists of five members, a majority of whom are not “interested persons” as defined in Section 2(a)(19) of the 1940
Act. We refer to these individuals as our independent directors. The Chairman of the Board is Craig Faggen, who is an interested
director. As is described below under the heading “Audit Committee”, our board has an audit committee, consisting of
our three independent directors, who will be responsible for assuring the proper valuation of our assets and the net asset value
of our shares. Our leadership structure is designed to provide that we are led by a team with the necessary management experience
to guide us, while assuring an independent check on management decisions and our financial well-being.



Directors and Executive Officers



Information regarding
our board of directors is set forth below. We have divided the directors into two groups—interested directors and independent
directors. The address for each director is c/o Triton Pacific Investment Corporation, Inc., 6701 Center Drive, Suite 1450, Los
Angeles, CA 90045.



|Name (Age)              | Position Held                         | Director Since | Expiration of Current Term | Principal Occupation Past 5 Years
|----------------------- | ------------------------------------- | -------------- | -------------------------- | ---------------------------------
|                        |                                       |                |                            |                                  
|Interested Directors    |                                       |                |                            |                                  
|Craig J. Faggen (48)    | Chairman and CEO                      | 2012           | 2018                       | Private Equity Professional      
|Ivan Faggen (78)        | Director                              | 2012           | 2018                       | Private Equity Professional      
|                        |                                       |                |                            |                                  
|                        |                                       |                |                            |                                  
|Independent Directors   |                                       |                |                            |                                  
|Ronald W. Ruther (82)   | Director, Audit Comm.                 | 2012           | 2018                       | Business Adviser                 
|Marshall Goldberg (77)  | Director, Audit Comm.                 | 2012           | 2018                       | Directorships                    
|William Pruitt (77)     | Director, Audit Comm.                 | 2012           | 2018                       | Directorships                    
|                        |                                       |                |                            |                                  
|Executive Officers      |                                       |                |                            |                                  
|Michael L. Carroll (42) | Chief Financial Officer and Secretary | --             | --                         | Financial Executive              



Biographical Information



Interested Directors:



Craig J. Faggen:Mr. Faggen is our
Chairman of the Board and Chief Executive Officer. Mr. Faggen has over 20 years of experience developing and implementing strategic
initiatives and structuring numerous complex capital markets transactions. For the past five years, Mr. Faggen has served as the
co-founder and Chief Executive Officer of Triton Pacific, which includes TPCP, and has been actively involved in building its private
equity division. As CEO of Triton Pacific, Mr. Faggen has overall firm oversight responsibilities. Prior to co-founding Triton
Pacific, he was a founder and a partner in the boutique investment banking firm Triton Pacific Capital, LLC. There he was instrumental
in the due diligence, structuring, and closing of several billion dollars of transactions. Prior to co-founding Triton Pacific,
Mr. Faggen worked in Arthur Andersen’s Capital Markets Group, where he acted as a financial advisor to a number of public
and private companies on various transactions including IPOs, securitized debt transactions, equity private placements, dispositions
and M&A related opportunities. Mr. Faggen received a B.A. in Economics from UCLA and a Master’s Degree from MIT. Craig
Faggen sits on the board of a number of private companies, most of which are portfolio companies of investment funds managed or
sponsored by Triton Pacific Capital Partners, LLC or its affiliates. Mr. Faggen does not sit on the board of any other public companies.
Mr. Faggen is the son of one of our directors, Ivan Faggen.













Ivan Faggen:Mr. Faggen has over
45 years of experience providing strategic advice and executing capital market transactions. He co-founded, with his son Craig
Faggen, and is actively involved in the business of Triton Pacific and TPCP. For the past five years, he has served as a partner
of Triton Pacific and TPCP and has been actively involved in their management and operations. Mr. Faggen spent over 33 years at
Arthur Andersen working with small and mid-size companies on a variety of strategic, operational, and financial issues. Prior to
his departure, he was one of seven Worldwide Directors of Arthur Andersen’s Industry Group. In that position, he not only
built an advisory practice with $300 million of annual revenues, but was also instrumental in facilitating hundreds of domestic
and international transactions. He received a B.S. in Business Administration from Wayne State University and is a retired CPA.
In addition, he served as Chairman of the Counselors of Real Estate, Chairman of the Counselors of Real Estate Foundation and was
a member of the advisory board of the Carlyle Group. Ivan Faggen sits on the board of a number of private companies, most of which
are portfolio companies of investment funds managed or sponsored by Triton Pacific Capital Partners, LLC or its affiliates. Mr.
Faggen does not sit on the board of any other public companies.



Independent Directors:



Ronald W. Ruther:For the past five
years, Mr. Ruther has served as an independent business advisor to small businesses, their owners and a coach to their CEOs. During
the past 20 years, he has served on many boards of directors for privately owned companies with annual sales ranging from $10 million
to over $150 million. As a Director, Mr. Ruther has served as Chairman of Governance, Audit and Compensation Committees. Prior
to this, Mr. Ruther was with Arthur Andersen & Co. for 32 years and took early retirement in 1992. As a tax partner for over
20 years and Head of the Tax Practice in Orange County, California, Mr. Ruther specialized in business consulting, mergers and
acquisitions, executive compensation, employee benefits and family wealth planning. His clients ranged from start-ups to large
public corporations. Mr. Ruther received a B.S. in Business from Northwestern University and a J.D. from Northwestern Law School.
He is a retired CPA and an inactive member of the Illinois Bar.



Marshall Goldberg:For the past
five years, Mr. Goldberg has served as the chair of a charitable initiative, an endowment committee and on the boards of several
community and charitable organizations. Prior to that, Mr. Goldberg, served in various capacities in a thirty-year career with
Prudential Financial Services, Inc. As Corporate Vice President for Agent Training and Manpower Development, he was responsible
for agency training for the company’s 35,000 person field force. Mr. Goldberg participated as a lead principal in the development
and introduction of its Universal Life insurance product which soon became the dominant variable life contract in the insurance
industry. As a Regional Marketing Vice President, he headed several sales organizations staffed by thousands of agents and field
staff. As Senior Vice President of the Prudential Home Mortgage Company, he led a national sales and production organization and
served on the risk management and enterprise management committees. Mr. Goldberg received a B.S.B.A. in Economics from the University
of Florida and acquired several financial services designations.



William Pruitt:For the past five
years, Mr. Pruitt has served as the general manager of Pruitt Enterprises, LP and president of Pruitt Ventures, Inc. Previously,
Mr. Pruitt served as the managing partner for the Florida, Caribbean and Venezuela operations of the independent auditing firm
of Arthur Andersen, LLP. Mr. Pruitt has been an independent board member of multiple boards, including Swisher Hygiene, Inc., NV5,
Inc., MAKO Surgical Corp., and PBSJ Corporation. Mr. Pruitt received a B.A. in Business Administration from the University of Miami
and is a CPA (inactive).



Executive Officers (who are not directors):



Michael Carroll, Chief Financial
Officer and Secretary:Mr. Carroll has served as our Chief Financial Officer and secretary since inception, and has extensive
experience in the area of financial accounting and has spent several years at Triton Pacific managing fund finances and investor
relations. Prior to joining Triton Pacific, Mr. Carroll managed the business functions and accounts of various political
organizations and worked on Capitol Hill. Prior experiences include serving as Deputy Treasurer of Virginians for Jerry
Kilgore, a Richmond-based candidate committee, where Mr. Carroll managed the committees’ campaign contributions,
totaling over $22 million. Mr. Carroll received a B.S. from Virginia Commonwealth University.



2









Section 16(a) Beneficial
Ownership Reporting Compliance



Pursuant to Section 16(a)
of the Exchange Act, the Company’s directors and executive officers, and any persons holding more than 10% of its Shares,
are required to report their beneficial ownership and any changes therein to the SEC and the Company. Specific due dates for those
reports have been established, and the Company is required to report herein any failure to file such reports by those due dates.
Based on the Company’s review of Forms 3, 4 and 5 filed by such persons and information provided by the Company’s directors
and officers, the Company believes that during the fiscal year ended December 31, 2017, all Section 16(a) filing requirements
applicable to such persons were timely filed.



Code of Business Conduct and Ethics



The Company has adopted
a code of business conduct and ethics pursuant to Rule 17j-1 under the 1940 Act, which applies to, among others, its officers,
including its Chief Executive Officer and its Chief Financial Officer, as well as the members of the Board. The Company’s
code of business conduct and ethics will be supplied free of charge to any requestor by calling the Company at (310) 943-4990.
The Company intends to disclose any amendments to or waivers of required provisions of the code of business conduct and ethics
on Form 8-K, as required by the Exchange Act and the rules and regulations promulgated thereunder.



Risk Oversight
and Board Structure



Board Leadership
Structure



The
Company’s business and affairs are managed under the direction of the Board. Among other things, the Board sets broad policies
for the Company and approves the appointment of the Company’s investment advisers, administrator and officers. The role of
the Board, and of any individual director, is one of oversight and not of management of the Company’s day-to-day affairs.



Under
the Company’s Amended and Restated Bylaws, the Board may designate one of the Company’s directors as chair to preside
over meetings of the Board and meetings of stockholders, and to perform such other duties as may be assigned to him or her by the
Board. Presently, Mr. Craig Faggen holds the dual positions of chairman of the Board and Chief Executive Officer of the Company
and is an “interested person” by virtue of his employment with the Adviser. The Company believes that it is in the
best interests of the Company’s stockholders for Mr. Faggen to serve as Chief Executive Officer and Chairman of the
Board because of his significant experience in matters of relevance to the Company’s business. The Board has determined that
the composition of the Audit Committee (consisting solely of Independent Directors) is an appropriate means to address any potential
conflicts of interest that may arise from the Chairman’s status as CEO and an interested person of the Company. The Company
believes that the Board’s flexibility to determine its Chairman and reorganize its leadership structure from time to time
is in the best interests of the Company and its stockholders.



Each
year, the Independent Directors will designate an Independent Director to serve as the lead Independent Director on the Board.
The designation of a lead Independent Director is for a one-year term and a lead Independent Director may be eligible for re-election
at the end of that term. If the lead Independent Director is unavailable for a meeting, his or her immediate predecessor will serve
as lead Independent Director for such meeting. The lead Independent Director will preside over meetings of the Company’s
Independent Board. The lead Independent Director will also serve as a liaison between the Company’s Independent Board and
the Company’s management on a wide variety of matters, including agenda items for the Board meetings. Designation as such
does not impose on the lead Independent Director any obligations or standards greater than or different from those of the Company’s
other directors. Mr. Ruther currently serves as the Independent Board’s lead Independent Director.





3









All
of the Independent Directors play an active role on the Board. The Independent Directors compose a majority of the Board and are
closely involved in all material deliberations related to the Company. The Board believes that, with these practices, each Independent
Director has an equal involvement in the actions and oversight role of the Board and equal accountability to the Company and its
stockholders. The Independent Directors are expected to meet separately (i) as part of each regular Board meeting and (ii) with
the Company’s chief compliance officer, as part of at least one Board meeting each year. The Independent Director committee
may hold additional meetings at the request of the lead Independent Director or another Independent Director.



The
Board believes that its leadership structure—a chair of the Board with the requisite experience, a lead independent director,
and committees led by independent directors—is the optimal structure for the Company at this time because it allows the Company’s
directors to exercise informed and independent judgment, and allocates areas of responsibility among committees of independent
directors and the full Board in a manner that enhances effective oversight. The Board is of the opinion that having a majority
of independent directors is appropriate and in the best interest of the Company’s stockholders, but also believes that having
two interested persons serve as directors brings both corporate and financial viewpoints that are significant elements in its decision-making
process. The Board will review its leadership structure periodically as part of its annual self-assessment process and may
make changes to it at any time, including in response to changes in the characteristics or circumstances of the Company.



Board Role in Risk Oversight



The
Board oversees the Company’s business and operations, including certain risk management functions. Risk management is a broad
concept comprising many disparate elements (for example, investment risk, issuer and counterparty risk, compliance risk, operational
risk, and business continuity risk). The Board implements its risk oversight function both as a whole and through its committees.
In the course of providing oversight, the Board and its committees receive reports on the Company’s and the Advisers’
activities, including reports regarding the Company’s investment portfolio and financial accounting and reporting. The Board
also receives a quarterly report from the Company’s chief compliance officer, who reports on the Company’s compliance
with the federal and state securities laws and the Company’s internal compliance policies and procedures as well as those
of the Advisor, the managing dealer for the Offering (the “Managing Dealer”), the Company’s administrator and
the Company’s transfer agent. The Audit Committee’s meetings with the Company’s independent public accounting
firm also contribute to its oversight of certain internal control risks. In addition, the Board meets periodically with the Adviser
to receive reports regarding the Company’s operations, including reports on certain investment and operational risks, and
the Independent Directors are encouraged to communicate directly with senior members of the Company’s management.



The
Board believes that this role in risk oversight is appropriate for the Company at this time. The Company believes that there are
robust internal processes in place and a strong internal control environment to identify and manage risks. However, not all risks
that may affect the Company can be identified or processes and controls developed to eliminate or mitigate their occurrence or
effects, and some risks are beyond the control of the Company, the Adviser and the Company’s other service providers.



Meetings of the Board of Directors



During the fiscal year
of 2017, our board of directors held four board meetings and four Audit Committee meetings. All directors attended all of the meetings
of the board of directors and of the respective committees on which they serve. We require each director to make a diligent effort
to attend all board and committee meetings as well as each annual meeting of our stockholders.



Committees of the Board of Directors



Audit Committee



Our audit committee
is composed wholly of our independent directors. The audit committee is responsible for approving our independent accountants,
reviewing with our independent accountants the plans and results of the audit engagement, approving professional services provided
by our independent accountants, reviewing the independence of our independent accountants and reviewing the adequacy of our internal
accounting controls. The audit committee is also responsible for aiding our board of directors in fair value pricing debt and
equity securities that are not publicly-traded or for which current market values are not readily available and for
determining the net asset value of our shares. The board of directors and audit committee may utilize the services of an
independent valuation firm to help them determine the fair value of these securities. Messrs. Pruitt, Goldberg and Ruther are
the members of our audit committee, and Mr. Ruther is the chairman. Our board of directors has determined that Mr. Ruther is
an “audit committee financial expert ” as defined under relevant SEC rules.



4







Nominating and Corporate Governance
Committee



The board of directors
has not designated a separate Nominating and Corporate Governance committee. Instead, the entire board of directors performs the
functions of the Nominating and Corporate Governance committee. The Nominating and Corporate Governance committee does not have
a written charter. The board (acting as the Nominating and Corporate Governance Committee) is responsible for selecting, researching
and nominating directors for election by our stockholders, selecting nominees to fill vacancies on the board of directors or a
committee thereof, developing and recommending a set of corporate governance principles and overseeing the evaluation of our management.



The Nominating and Corporate
Governance Committee seeks candidates who possess the background, skills and expertise to make a significant contribution to the
board of directors, the Company and its stockholders. In considering possible candidates for election as a director, the Nominating
and Corporate Governance Committee takes into account, in addition to such other factors as it deems relevant, the desirability
of selecting directors who:



| | ● | are of high character and integrity;
| | - | ------------------------------------



| | ● | are accomplished in their respective fields,
with superior credentials and recognition;
| | - | ---------------------------------------------------------------------------------------



| | ● | have relevant expertise and experience
upon which to be able to offer advice and guidance to management;
| | - | --------------------------------------------------------------------------------------------------------



| | ● | have sufficient time available to devote
to the affairs of the Company;
| | - | -----------------------------------------------------------------------



| | ● | are able to work with the other members
of the board of directors and contribute to the success of the Company;
| | - | ---------------------------------------------------------------------------------------------------------------



| | ● | can represent the long-term interests
of the Company’s stockholders as a whole; and
| | - | -----------------------------------------------------------------------------------



| | ● | are selected such that with the other
members of the board of directors represent a range of backgrounds and experience.
| | - | ------------------------------------------------------------------------------------------------------------------------



The Nominating and Corporate
Governance Committee has not adopted a formal policy with regard to the consideration of diversity in identifying director nominees.
In determining whether to recommend a director nominee, the Nominating and Corporate Governance Committee considers and discusses
diversity, among other factors, with a view toward the needs of the board of directors as a whole. The Nominating and Corporate
Governance Committee generally conceptualizes diversity expansively to include, without limitation, concepts such as race, gender,
national origin, differences of viewpoint, professional experience, education, skill and other qualities that contribute to the
board of directors, when identifying and recommending director nominees. The Nominating and Corporate Governance Committee believes
that the inclusion of diversity as one of many factors considered in selecting director nominees is consistent with the Nominating
and Corporate Governance Committee’s goal of creating a board of directors that best serves the needs of the Company and
its stockholders.



Stockholder Recommendation of Director
Candidates to the Nominating and Corporate Governance Committee



The Nominating and Corporate
Governance Committee will consider director candidates recommended by stockholders. The Nominating and Corporate Governance Committee
does not intend to alter the manner in which it evaluates candidates, including the minimum criteria set forth above, based on
whether the candidate was recommended by a stockholder or not. Stockholders who wish to recommend individuals for
consideration by the Nominating and Corporate Governance Committee to become nominees for election to the Board may do so by
delivering a written recommendation to our secretary at the address set forth on the cover page of this report.
Recommendations for individuals to be considered for nomination at the 2019 Annual Meeting must be received by
December 31, 2018. Recommendations received after December 31, 2018 will not be considered for nomination at
the 2019 Annual Meeting. Submissions must include the full name of the proposed nominee, a description of the proposed
nominee’s business experience for at least the previous five years, complete biographical information, a description
of the proposed nominee’s qualifications as a director and a representation that the nominating stockholder is a
beneficial or record owner of our stock. Any such submission must be accompanied by the written consent of the proposed
nominee to be named as a nominee and to serve as a director if elected.



5







Communications Between Stockholders
and the Board



The Board welcomes communications
from the Company’s stockholders. Stockholders may send communications to the Board or to any particular director to the following
address: c/o Triton Pacific Investment Corporation, Inc., 6701 Center Drive, Suite 1450, Los Angeles, California 90045. Stockholders
should indicate clearly the director or directors to whom the communication is being sent so that each communication may be forwarded
directly to the appropriate director(s).



Compensation of Directors



The fees payable to
an Independent Director shall be determined based on the Company’s net assets as of the end of each fiscal quarter and be
paid quarterly in arrears as follows:



|Net Asset Value            |  | Annual
    CashRetainer Fee |        | Board Meeting
    Fee |  | Annual Audit
    Committee
    Chairperson
    Fee |       | Annual Audit
    Committee
    Member Fee |  | Audit
    Committee
    Meeting Fee
|-------------------------- |  | --------------------------- | ------ | --------------------- |  | -------------------------------------------------- | ----- | ----------------------------------------- |  | -----------------------------------
|$0 to $25 million          |  |                             | --     |                       |  |                                                    | --    |                                           |  |                                    
|$25 million to $75 million |  | $                           | 20,000 |                       |  | $                                                  | 1,000 |                                           |  | $                                  
|over $75 million           |  | $                           | 30,000 |                       |  | $                                                  | 1,000 |                                           |  | $                                  



| | Item
                            11. | Executive
Compensation
| | ------------------------------------ | ----------------------



None of our executive
officers will receive direct compensation from us. We do not currently have any employees and do not expect to have any employees
in the foreseeable future. The services necessary for the operation of our business will be provided to us by the officers and
the employees of our Adviser and Administrator pursuant to the terms of the investment adviser agreement and the administration
agreement, respectively.



Compensation Committee



Because none of our
executive officers are compensated by the Company, the board does not maintain a separate Compensation Committee. Instead, the
entire board performs the functions of the Compensation Committee. The Compensation Committee does not have a written charter.



Compensation Committee Interlocks
and Insider Participation



During the last fiscal
year, the entire Board performed the functions of the Compensation Committee. None of our executive officers has ever served as
a director of another entity any of whose executive officers served on our Compensation Committee.





6









|Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
|-------- | ----------------------------------------------------------------------------------------------



The following table
sets forth the beneficial ownership of the nominees for director, the Company’s executive officers, each person known to
the Company to beneficially own 5% or more of the outstanding Shares, and all of the Company’s executive officers and directors
as a group.



Beneficial ownership
is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. There
are no Shares subject to options that are currently exercisable or exercisable within 60 days of April 26, 2018.





|                                                            |  | Shares
Beneficially Ownedas of April 26, 2018
|----------------------------------------------------------- |  | ---------------------------------------------
|Name and Address of Beneficial Owner                        |  | Number ofShares(1)                           
|5% Stockholders                                             |  |                                              
|                                                            |  |                                              
|None                                                        |  |                                              
|                                                            |  |                                              
|Interested Directors:(3)                                    |  |                                              
|Craig Faggen                                                |  |                                              
|Ivan Faggen                                                 |  |                                              
|                                                            |  |                                              
|Independent Directors:(3)                                   |  |                                              
|Ronald W. Ruther                                            |  |                                              
|Marshall Goldberg                                           |  |                                              
|William Pruitt                                              |  |                                              
|                                                            |  |                                              
|Executive Officers(3)                                       |  |                                              
|                                                            |  |                                              
|Michael
L. Carroll                                          |  |                                              
|                                                            |  |                                              
|All executive officers and directors as a group (6 persons) |  |                                              



| | (1) | Beneficial ownership has been determined in accordance
with Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Assumes no other purchases
or sales of our common stock since the most recently available SEC filings. This assumption has been made under the rules and
regulations of the SEC and does not reflect any knowledge that we have with respect to the present intent of the beneficial owners
of our common stock listed in this table.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





| | (2) | Based on a total of 1,486,166.98 shares of our common
stock issued and outstanding as of April 26, 2018.
| | --- | --------------------------------------------------------------------------------------------------------



| | (3) | Address is c/o Triton Pacific Adviser, LLC, 6701 Center
Drive, Suite 1450, Los Angeles, CA 90045.
| | --- | -------------------------------------------------------------------------------------------------



| | (4) | The Company issued 14,815 shares of its common stock
to Triton Pacific Adviser in exchange for gross proceeds of $200,003 and has received 1,872.27 shares through the Dividend Reinvestment
Program.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Set forth below is the dollar range of
equity securities beneficially owned by each of our directors as of April 26, 2018. We are not part of a “family of investment
companies,” as that term is defined in the Investment 1940 Act of 1940, as amended (the “1940 Act”).





7











|Name
    of Director  |  | Dollar
    Range of EquitySecurities BeneficiallyOwned(1)(2) |    
|--------------------- |  | ------------------------------------------------------------ | ---
|Interested Directors  |  |                                                              |    
|Craig Faggen          |  | Over $100,000                                                | (3)
|Ivan Faggen           |  | None                                                         |    
|Independent Directors |  |                                                              |    
|Ronald W. Ruther      |  | None                                                         |    
|Marshall Goldberg     |  | None                                                         |    
|William Pruitt        |  | None                                                         |    









| | (1) | The
dollar ranges are: None, $1 – $10,000, $10,001 – $50,000, $50,001 – $100,000,
or over $100,000.
| | --- | ---------------------------------------------------------------------------------------------------



| | (2) | The
dollar range of equity securities beneficially owned in the Company as of April 26, 2018.  Beneficial ownership has
been determined in accordance with Rule 16a-1(a)(2) of the Exchange Act.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | The
value of equity securities beneficially owned in the Company as of April 26, 2018.
| | --- | --------------------------------------------------------------------------------------



|Item 13.    Certain Relationships
and Related Transactions and Director Independence
|------------------------------------------------------------------------------------



The Company has procedures
in place for the review, approval and monitoring of transactions involving the Company and certain persons related to the Company.
For example, the Company has a code of conduct that generally prohibits any employee, officer or director from engaging in any
transaction where there is a conflict between such individual’s personal interest and the interests of the Company. Waivers
to the code of conduct for any executive officer or member of the Board must be approved by the Board and are publicly disclosed
as required by applicable law and regulations. In addition, the Audit Committee is required to review and approve all related-party
transactions (as defined in Item 404 of Regulation S-K promulgated under the Exchange Act). Prior to the occurrence of a liquidity
event, all future transactions with affiliates of the Company will be on terms no less favorable than could be obtained from an
unaffiliated third party and must be approved by a majority of the Board, including a majority of the Independent Directors.



The Company will compensate
the Adviser for investment services per an Investment Adviser Agreement (“Agreement”), approved by the Independent
Directors, calculated as the sum of (1) base management fee, calculated quarterly at 0.5% of the Company’s average gross
assets payable quarterly in arrears, and (2) an incentive fee upon capital gains determined and payable in arrears as of the end
of each quarter or upon liquidation of the Company or upon termination of Agreement at 20% of Company’s realized capital
gains, as defined. The Agreement expires June 2018 and may continue automatically for successive annual periods, as approved by
the Company. The Company paid the Adviser $334,224 in base management fees during the year ended December 31, 2017. In addition,
during the year ended December 31, 2017, the Company earned capital gains incentive fees of ($334) based on the performance of
its portfolio, all of which was calculated on unrealized gains. No capital gains incentive fees are actually payable by the Company
with respect to unrealized gains unless and until those gains are actually realized. All management fees earned by the Adviser
prior to January 1, 2014 were waived by the Adviser.



On March 27, 2014, the
Company and its Adviser agreed to an Expense Support and Conditional Reimbursement Agreement, or the Expense Reimbursement Agreement.
The Expense Reimbursement Agreement was amended and restated effective April 5, 2018. Under the Expense Reimbursement Agreement,
as amended, the Adviser, in consultation with the Company, will pay up to 100% of both the Company’s organizational and offering
expenses and its operating expenses, all as determined by the Company and the Adviser. As used in the Expense Reimbursement Agreement,
operating expenses refer to third party operating costs and expenses incurred by the Company, as determined under U.S. Generally
Accepted Accounting Principles (“GAAP”) for investment management companies. Organizational and offering expenses include
expenses incurred in connection with the organization of the Company and expenses incurred in connection with its offering, which
are recorded as a component of equity. The Expense Reimbursement Agreement states that until the net proceeds to the Company from
its offering are at least $25 million, the Adviser will pay up to 100% of both the Company’s organizational and offering
expenses and its operating expenses. After the Company receives at least $25 million in net proceeds from its offering, the
Adviser may, with the Company’s consent, continue to make expense support payments to the Company in such amounts as
are acceptable to the Company and the Adviser. Any expense support payments shall be paid by the Adviser to the Company in any
combination of cash, and/or offsets against amounts otherwise due from the Company to the Adviser.



8











Under the Expense Reimbursement
Agreement as amended, once the Company has received at least $25 million in net proceeds from its offering, during any quarter
occurring within three years of the date on which the Company incurred any expenses that are subject to reimbursement, the Company
is required to reimburse the Adviser for any expense support payments the Company received from them. However, with respect to
any expense support payments attributable to the Company’s operating expenses, (i) the Company will only reimburse the
Adviser for expense support payments made by the Adviser to the extent that the payment of such reimbursement (together with any
other reimbursement paid during such fiscal year) does not cause “other operating expenses” (as defined below) (on
an annualized basis and net of any expense reimbursement payments received by the Company during such fiscal year) to exceed the
percentage of the Company’s average net assets attributable to shares of its common stock represented by “other operating
expenses” during the fiscal year in which such expense support payment from the Adviser was made (provided, however, that
this clause (i) shall not apply to any reimbursement payment which relates to an expense support payment from the Adviser
made during the same fiscal year); and (ii) the Company will not reimburse the Adviser for expense support payments made by
the Adviser if the annualized rate of regular cash distributions declared by the Company at the time of such reimbursement payment
is less than the annualized rate of regular cash distributions declared by the Company at the time the Adviser made the expense
support payment to which such reimbursement relates. “Other operating expenses” means the Company’s total operating
expenses excluding base management fees, incentive fees, organization and offering expenses, financing fees and costs, interest
expense, brokerage commissions and extraordinary expenses.



Below is a table
that provides information regarding expense support payments incurred by our Adviser pursuant to the Expense Support Agreement
as well as other information relating to our ability to reimburse our Adviser for such payments.





|                   |  |                    |  |                         |  | Operating Expense  |  |                               |  |                   
|------------------ |  | ------------------ |  | ----------------------- |  | ------------------ |  | ----------------------------- |  | ------------------
|                   |  |                    |  |                         |  | Ratio as of the    |  | Annualized Distribution       |  |                   
|                   |  |                    |  |                         |  | Date Expense       |  | Rate as of the Date           |  | Eligible for      
|                   |  | Amount of Expense  |  | Amount of Offering Cost |  | Payment Obligation |  | Expense Payment               |  | Reimbursement     
|Quarter Ended      |  | Payment Obligation |  | Payment Obligation      |  | Incurred ( 1)      |  | Obligation
    Incurred ( 2 ) |  | Through           
|September 30, 2012 |  | $21,826            |  |                         |  | 432.69%            |  | -                             |  | September 30, 2015
|December 31, 2012  |  | $26,111            |  |                         |  | 531.09%            |  | -                             |  | December 31, 2015 
|March 31, 2013     |  | $30,819            |  |                         |  | N/A                |  | -                             |  | March 31, 2016    
|June 30, 2013      |  | $59,062            |  |                         |  | N/A                |  | -                             |  | June 30, 2016     
|September 30, 2013 |  | $65,161            |  |                         |  | N/A                |  | -                             |  | September 30, 2016
|December 31, 2013  |  | $91,378            |  |                         |  | 455.09%            |  | -                             |  | December 31, 2016 
|March 31, 2014     |  | $68,293            |  |                         |  | 148.96%            |  | -                             |  | March 31, 2017    
|June 30, 2014      |  | $70,027            |  | $898,518                |  | 23.17%             |  | -                             |  | June 30, 2017     
|September 30, 2014 |  | $92,143            |  | $71,060                 |  | 20.39%             |  | -                             |  | September 30, 2017
|December 31, 2014  |  | $115,777           |  | $90,860                 |  | 11.15%             |  | -                             |  | December 31, 2017 
|March 31, 2015     |  | $134,301           |  | $106,217                |  | 13.75%             |  | 2.01%                         |  | March 31, 2018    
|June 30, 2015      |  | $166,549           |  | $167,113                |  | 14.10%             |  | 3.20%                         |  | June 30, 2018     
|September 30, 2015 |  | $147,747           |  | $240,848                |  | 10.45%             |  | 3.20%                         |  | September 30, 2018
|December 31, 2015  |  | $136,401           |  | $280,376                |  | 7.41%              |  | 3.60%                         |  | December 31, 2018 
|March 31, 2016     |  | $157,996           |  | $232,895                |  | 6.00%              |  | 3.52%                         |  | March 31, 2019    
|June 30, 2016      |  | $206,933           |  | $285,878                |  | 4.95%              |  | 3.52%                         |  | June 30, 2019     
|September 30, 2016 |  | $201,573           |  | $223,020                |  | 4.52%              |  | 3.13%                         |  | September 30, 2019
|December 31, 2016  |  | $104,561           |  | $168,876                |  | 4.45%              |  | 3.11%                         |  | December 31, 2019 
|March 31, 2017     |  | $80,847            |  | $252,875                |  | 4.21%              |  | 3.19%                         |  | March 31, 2020    
|June 30, 2017      |  | $0                 |  | $176,963                |  | 3.98%              |  | 3.18%                         |  | June 30, 2020     
|September 30, 2017 |  | $0                 |  | $119,188                |  | 4.19%              |  | 3.00%                         |  | September 30, 2020
|December 31, 2017  |  | $0                 |  | $0                      |  | N/A                |  | N/A                           |  | N/A               













| | (1) | Reflects
the period from inception (April 29, 2011) through December 31, 2013
| | --- | -----------------------------------------------------------------------------



| | (2) | “Operating
Expense Ratio” includes all expenses borne by us, except for organizational and offering expenses, base management and incentive
fees owed to our Adviser, financing fees and costs, interest expense, brokerage commissions
                                         and extraordinary expenses.  The Company did not achieve its minimum offering
                                         amount until June 25, 2014 and as a result, did not invest the proceeds from the offering and realize any income from investments prior to the end of its fiscal quarter.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



9







| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (3) | “Annualized
                                         Distribution Rate” equals the annualized rate of distributions paid to stockholders
                                         based on the amount of the regular cash distribution paid immediately prior to the date
                                         the expense support payment obligation was incurred by our Adviser. “Annualized
                                         Distribution Rate” does not include special cash or stock distributions paid to
                                         stockholders. The Company did not achieve its minimum offering amount until June 25,
                                         2014 and as a result, did not have an opportunity to invest the proceeds from the offering
                                         and realize any income from investments or pay any distributions to stockholders prior
                                         to the end of its fiscal quarter.



Of these offering and
operating expenses, $1,941,553 has exceeded the three-year period for repayment and will not be repayable by us.



In addition, with respect
to any expense support payment attributable to the Company’s organizational and offering expenses, the Company will only
reimburse the Adviser for expense support payments made by the Adviser to the extent that the payment of such reimbursement (together
with any other reimbursement for organizational and offering expenses paid during such fiscal year) is limited to 15% of cumulative
gross sales proceeds from the Company’s offering including the sales load (or dealer manager fee) paid by the Company.



The Company or the
Adviser may terminate the expense reimbursement agreement at any time upon thirty days’ written notice. The expense reimbursement
agreement will automatically terminate upon termination of the Investment Advisory Agreement or upon our liquidation or dissolution.
The expense reimbursement agreement expires by its terms on December 31, 2018, unless extended
with the mutual consent of us and our Adviser. Upon termination of the Expense Support Agreement we may be required to repay
our Adviser all expense support payments made by our Adviser within three years of the date of termination, subject to the limitations
contained in the agreement. The Expense Reimbursement Agreement is, by its terms, effective retroactively to our inception date
of April 29, 2011. As a result, our Adviser has agreed to reimburse a total of $5,292,191 as of December 31, 2017.



Beginning with the year
ended December 31, 2016, the Adviser began to reimburse less than 100% of operating expenses, and for the year ended December 31,
2017, the Adviser did not reimburse any operating expenses after the first quarter. Additionally, the Adviser did not reimburse
any offering expenses for the fourth quarter of 2017.



The Company compensates
TFA Associates, LLC (an affiliate of the Company) for administration services per an Administration Agreement for costs and expenses
incurred with the administration and operation of the Company. Such agreement expires June 2017 and may continue automatically
for successive annual periods, as approved by the Company. During the year ended December 31, 2017, the Company paid TFA Associates
$301.986 in administrative fees.



The dealer manager for
the Company’s public offering is Triton Pacific Securities, LLC, which is one of the Company’s affiliates. During the
year ended December 31, 2016, the Company paid the dealer manager $616,188 in sales commissions and dealer fees. Of this amount,
$122,150 was retained by Triton Pacific Securities, and the remainder re-allowed to third party participating broker dealers.



Section 16(a) Beneficial Ownership
Reporting Compliance



Pursuant to Section 16(a)
of the Exchange Act, the Company’s directors and executive officers, and any persons holding more than 10% of its Shares,
are required to report their beneficial ownership and any changes therein to the SEC and the Company. Specific due dates for those
reports have been established, and the Company is required to report herein any failure to file such reports by those due dates.
Based on the Company’s review of Forms 3, 4 and 5 filed by such persons and information provided by the Company’s directors
and officers, the Company believes that during the fiscal year ended December 31, 2017, all Section 16(a) filing requirements
applicable to such persons were timely filed.





10









| | Item 14. | Principal Accountant Fees and Services
| | -------- | --------------------------------------



FGMK,
LLC, has been appointed to serve as the Company’s independent registered public accounting firm for the fiscal year ending
December 31, 2018. The Company knows of no direct financial or material indirect financial interest of FGMK in the Company.
It is expected that a representative of FGMK will be present at the Meeting and will have an opportunity to make a statement if
he or she chooses and will be available to answer questions.



Fees



Set
forth in the table below are audit fees and non-audit related fees billed to the Company by FGMK for professional services performed
for the Company’s fiscal years ended December 31, 2017 and December 31, 2016:



|            |      |            |  |                       |         |             |  |                  
|----------- | ---- | ---------- |  | --------------------- | ------- | ----------- |  | -----------------
|Fiscal Year |      | Audit Fees |  | Audit-Related Fees(1) |         | Tax Fees(2) |  | All Other Fees(3)
|            | 2017 |            |  | $                     | 117,332 |             |  | $                
|            | 2016 |            |  | $                     | 79,000  |             |  | $                



| | (1) | “Audit-Related
Fees” are those fees billed to the Company by FGMK for assurance and related services by our principal accountants that
are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit
Fees.”
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | “Tax
Fees” are those fees billed to the Company by FGMK in connection with tax consulting services, including primarily the review
of the Company’s income tax returns.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | “All
Other Fees” are those fees billed to the Company by FGMK in connection with permitted non-audit services.
| | --- | --------------------------------------------------------------------------------------------------------------



During
the fiscal years ended December 31, 2017 and December 31, 2016, no non-audit fees were paid to FGMK for services rendered to our
Adviser and any entity controlling, controlled by or under common control with our Adviser that provides ongoing services to the
Company.



The
Company’s Audit Committee reviews, negotiates and approves in advance the scope of work, any related engagement letter and
the fees to be charged by the independent registered public accounting firm for audit services and permitted non-audit services
for the Company and for permitted non-audit services for the Company’s investment adviser and any affiliates thereof that
provide services to the Company if such non-audit services have a direct impact on the operations or financial reporting of the
Company. All of the audit and non-audit services described above for which FGMK billed the Company for the fiscal years ended December
31, 2017 and December 31, 2016 were pre-approved by the Audit Committee.



11







PART IV



Item 15.    Exhibits and Financial
Statement Schedules



|a. | Our financial statements were previously listed in
the “Index to Consolidated Financial Statements Under Part II, Item 8 of our Annual Report on Form 10-K for
the fiscal year ended December 31, 2017.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|b. | The following exhibits are filed or incorporated as
part of this report.
|-- | ------------------------------------------------------------------------



|3.1 | Fourth Articles of Amendment and Restatement of Triton
Pacific Investment Corporation. (Incorporated by reference to the Company’s registration statement on Form N-2 (File
No. 333-174873) filed on November 1, 2013.)
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|3.2 | Amended and Restated Bylaws of the Company. (Incorporated
by reference to the Company’s registration statement on Form N-2 (File No. 333-174873) filed on March 15, 2013.)
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|3.3 | Articles Supplementary of the Company. (Incorporated
by reference to the Company’s Pre-Effective amendment no. 1 to registration statement on Form N-2 (File No. 333-206730)
filed on March 3, 2016.)
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|10.1 | Dealer Manager Agreement by and between Company and
Triton Pacific Securities, LLC. (Incorporated by reference to the Company’s Post-Effective amendment no. 3 to registration
statement on Form N-2 (File No. 333-206730) filed on April 3, 2017.)
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





|10.2 | Form of Participating Dealer Agreement and Participating
Dealer Agreement. (Incorporated by reference to the Company’s Post-Effective amendment no. 3 to registration statement
on Form N-2 (File No. 333-206730) filed on April 3, 2017.)
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|10.3 | License Agreement by and between Company and Triton
Pacific Group, Inc. (Incorporated by reference to Exhibit 2(K) filed with Pre-Effective Amendment No. 1 to the Company’s
registration statement on Form N-2 (File No. 333-174873) filed on June 14, 2011.)
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|10.4 | Administration Agreement by and between the Company
and TFA Associates, LLC. (Incorporated by reference, Exhibit 2(K), filed with Pre-Effective Amendment No. 4 to the Company’s
registration statement on Form N-2 (File No. 333-174873) filed on August 12, 2012.)
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





|10.5 | Investment Advisory Agreement by and between Company
and Triton Pacific Adviser, LLC. (Incorporated by reference to Exhibit 2(g), filed with Post-Effective Amendment No. 6
to the Company’s registration statement on Form N-2 (File No. 333-174873) filed on July 8, 2013.)
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|10.6 | Investment Sub-Advisory Agreement dated July 24, 2014
between the Company and ZAIS Group, LLC (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with
the SEC on July 30, 2014.)
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|10.7 | Amended and Restated Expense Support and Conditional
Reimbursement Agreement by and between the Company and Adviser (Incorporated by reference to Exhibit 10.1 to the Company’s
Form 10-Q for the quarter ended September 30, 2014, filed with the SEC on November 19, 2014.)
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|10.8 | Indemnification Agreement dated November 17, 2014 between
the Company and Adviser (Incorporated by reference to the Company’s Form 10-Q for the quarter ended September 30, 2014,
filed with the SEC on November 19, 2014.)
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|10.9 | Agreement dated December 15, 2014 between the Company
and its Independent Directors ((Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with
the SEC on December 17, 2014.)
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------







12









|10.10 | Global Custody Agreement dated March 7, 2014 between
the Company and The Bank of New York Mellon Trust Company ((Incorporated by reference to Exhibit 2(j) to the Company’s
Post-Effective amendment no. 3 to registration statement on Form N-2 (File No. 333-206730) filed on April 3, 2017.)
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|14.1 | Amended Code of Ethics of the Registrant (Incorporated
by reference, Exhibit 2(R), filed with Pre-Effective Amendment No. 1 to the Company’s registration statement on Form N-2
(File No. 333-174873) filed on August 29, 2011.)
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 31.1 | Certification of Chief Executive Officer of Triton Pacific
Investment Incorporation., Pursuant to Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Incorporated
by reference, Exhibit 31.1, filed with the Company’s Form 10-K for the year ended December 31, 2017 filed on April 2, 2018.))
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|31.2 | Certification of Chief Financial Officer of Triton
Pacific Investment Corporation., Pursuant to Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 
(Incorporated by reference, Exhibit 31.1, filed with the Company’s Form 10-K for the year ended December 31, 2017 filed
on April 2, 2018)
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|31.3 | Certification of Chief Executive Officer of Triton
Pacific Investment Incorporation., Pursuant to Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002. (Filed herewith)
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|31.4 | Certification of Chief Financial Officer of Triton
Pacific Investment Incorporation., Pursuant to Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002. (Filed herewith)
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|32.1 | Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (Incorporated by reference, Exhibit 32.1, filed with the
Company’s Form 10-K for the year ended December 31, 2017 filed on April 2, 2018)
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



13









SIGNATURES



Pursuant to the requirements of Section 13
or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, on the 30th day of April 2018.



| | TRITON PACIFIC INVESTMENT CORPORATION, INC.
| | -------------------------------------------
| |                                            
| | By:                                        
| |                                            
| |                                            
| |                                            
| |                                            
| | By:                                        
| |                                            
| |                                            
| |                                            



Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities
and on the dates indicated.

|                                                        |  |                                            |  |               
|------------------------------------------------------- |  | ------------------------------------------ |  | --------------
|Signature                                               |  | Title                                      |  | Date          
|                                                        |  |                                            |  |               
|/s/
        Craig J. Faggen
        Craig J. Faggen     |  | Director and Chairman of the Board and CEO |  | April 30, 2018
|                                                        |  |                                            |  |               
|/s/
        Ivan Faggen
        Ivan Faggen             |  | Director                                   |  | April 30, 2018
|                                                        |  |                                            |  |               
|/s/
        Ronald Ruther
        Ronald Ruther         |  | Independent Director                       |  | April 30, 2018
|                                                        |  |                                            |  |               
|/s/
        William Pruitt
        William Pruitt       |  | Independent Director                       |  | April 30, 2018
|                                                        |  |                                            |  |               
|/s/
        Marshall Goldberg
        Marshall Goldberg |  | Independent Director                       |  | April 30, 2018



14