UNITED STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington
D.C. 20549










FORM 10-K/A



(Amendment No. 1)










(Mark One)

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



For the fiscal year ended December 31, 2016



OR



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



For the transition period from to



Commission File Number 814-01137










First Capital Investment Corporation

(Exact Name of Registrant as Specified in
Its Charter)










|Maryland                                                              |  | 47-1709055                                  
|--------------------------------------------------------------------- |  | --------------------------------------------
|(State or other Jurisdiction of
        Incorporation or Organization |  | (I.R.S. Employer
        Identification No.)



|1560 Wilson Blvd., Suite
    700, Arlington, Virginia |  | 22209     
|----------------------------------------------------- |  | ----------
|(Address of Principal Executive Offices)              |  | (Zip Code)

(703) 259-8204

(Telephone Number, Including Area Code)

None

(Former name, former address or former fiscal
year, if changed since last report)










Securities registered pursuant to Section
12(b) of the Act: None



Securities registered pursuant to Section
12(g) of the Act: Common Stock, par value $0.001 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 ̈Nox



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 ̈Nox



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.    YesxNo ̈



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 (§ 229.405
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.x



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



|Large Accelerated Filer |  ̈ |                                               | Accelerated Filer         |  ̈
|----------------------- | - | --------------------------------------------- | ------------------------- | -
|                        |   |                                               |                           |  
|Non-Accelerated Filer   | x | (Do not check if a smaller reporting company) | Smaller reporting company |  ̈



Emerging growth company             x



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. x



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



There is no established market for the registrant’s
shares of common stock. The registrant is currently conducting a continuous public offering of its shares of common stock pursuant
to a Registration Statement on Form N-2, which shares are being sold at $10.00 per share with discounts available for certain
categories of purchasers, or at a price per share, after deducting selling commissions and dealer manager fees, necessary to ensure
that shares are not sold at a price below net asset value per share. As of June 30, 2016, the last business day of the Registrant’s
most recently completed second fiscal quarter, there were 0 shares of common stock held by non-affiliates.

There were approximately 845,627.27
shares of the Registrant’s common stock outstanding as of April 29, 2017.



DOCUMENTS INCORPORATED BY REFERENCE

None.













EXPLANATORY NOTE



First Capital Investment
Corporation (the “Company,” “we,” “our,” or “us”) is filing this Amendment No.
1 (the “Amendment”) to its Annual Report on Form 10-K for the Company’s fiscal year ended December 31, 2016,
as originally filed with the Securities and Exchange Commission (the “SEC”) on April 14, 2017 (the “Original
Report”). The purpose of this Amendment is to include Part III information, which was to be incorporated by reference from
the Company’s definitive proxy statement for the 2017 Annual Meeting of Stockholders. This information was previously omitted
from the Original Report in reliance on General Instruction G(3) to Form 10-K, which would permit the Part III information to
be incorporated in the Original Report by reference from the Company’s definitive proxy statement if such proxy statement
is filed no later than 120 days after the fiscal year-end. The Company is filing this Amendment to include Part III information
in the Annual Report on Form 10-K for the year ended December 31, 2016 because a definitive proxy statement containing such information
will not be filed by the Company within 120 days after the end of the fiscal year covered by the Original Report. This Amendment
hereby amends and restates the cover page, Part III, Items 10 through 14, and the list of exhibits contained in Part IV, Item
15, in their entirety.



In accordance with Rule
12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Part III, Items 10 through 14 and
Part IV, Item 15, of the Original Report are hereby amended and restated in their entirety below. The Amendment does not affect
any other items in the Original Report, including the Company’s financial statements and the notes to the financial statements.
In addition, the cover page has been updated and amended. As a result of the Amendment, the Company is also filing as exhibits
to the Amendment new certifications as required by Rule 15d-14(a) under the Exchange Act. Except as otherwise indicated, the Amendment
speaks as of the date of the Original Report and reflects only the changes discussed above. Accordingly, this Amendment should
be read in conjunction with the Original Report.



i







FIRST CAPITAL INVESTMENT CORPORATION

Form 10-K/A

Year Ended December 31, 2016

INDEX



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



ii







PART III



Item 10. Directors, Executive Officers
and Corporate Governance



Our directors and executive
officers and their respective positions and offices are as follows:



|Name                |  | Year
    of Birth |      |  | Position(s)
|------------------- |  | ----------------- | ---- |  | -----------
|Suneet Singal       |  |                   | 1978 |  |            
|Dr. Bob Froehlich   |  |                   | 1953 |  |            
|Frank Grant         |  |                   | 1970 |  |            
|Pat Clemens         |  |                   | 1966 |  |            
|Perpetua Seidenberg |  |                   | 1990 |  |            
|Robert Amweg        |  |                   | 1953 |  |            



Interested Director

Suneet
Singal. Mr. Singal has served as Chairman of our board of directors since March 2017. Mr. Singal serves as the chief executive
officer of First Capital Real Estate Investments LLC (‘‘FCREI’’), the chief executive officer, secretary
and chairman of the board of directors of First Capital Real Estate Trust, Inc. (‘‘FCRETI’’), and as chief
executive officer and secretary of FCRETI’s external advisor. He began his real estate finance career in 2001 and formed
FCREI in 2003. In 2006, Mr. Singal merged a subsidiary of FCREI with a real estate lending platform, and from 2006 to 2008, he
grew the combined company to over $1 billion per year in real estate loan originations, with business in over 40 states.



From
2007 to 2011, Mr. Singal obtained entitlements for over a dozen projects in California encompassing industrial, retail, multifamily,
senior assisted living, hospitality and mixed-use asset types, with an aggregate value of over $250 million. In the 12 months
from January 2013 to January 2014, Mr. Singal completed the buildout and acquisition of retail units in addition to the buildouts
of multiple quick-service restaurant sites, which altogether had an aggregate business and real estate value of over $25 million.
Additionally, in the 18 months from August 2013 to February 2015, Mr. Singal completed over nine hospitality acquisitions and
led the turnaround of several thousand self-storage units, with an aggregate transaction value of over $150 million.



Between
May 2015 and December 2015, Mr. Singal owned and served on the board of directors of Castle
Mortgage Corp., an agency approved mortgage bank that Mr. Singal acquired, repositioned and sold.



As
the chief executive officer of FCREI, Mr. Singal recently launched a debt fund with a maximum offering of $200 million, First
Capital Income Fund I, LLC, and entered into a strategic partnership with an institutional partner.



As
chairman of the board and chief executive officer of FCRETI, Mr. Singal has used his expertise in real estate asset selection
to increase FCRETI’s assets under management significantly. Among the assets acquired by FCRETI since Mr. Singal stepped
in as chairman and chief executive officer is a master plan development project in Northern California that calls for the construction
of approximately 2400 residential units, 1 million square feet of office and retail space, and a hotel. Mr. Singal was also responsible
for sourcing, through a partnership with the Government of Antigua and Barbuda, a development project in Antigua that calls for
the development of two resorts on two separate parcels of land introducing the new Citizen Investment Program. Most recently Mr.
Singal successfully negotiated the acquisition of 2027 residential lots in California and a golf course resort community in Baja
Mexico.



Mr.
Singal received a BA in Finance, with a concentration in Investments from California State University
at Sacramento and is a licensed California Mortgage Broker.



The
Company has determined that Mr. Singal’s extensive real estate finance experience and experience founding and developing
FCREI has provided him with the knowledge, experience and relationships necessary to serve as a director of the Company.



Independent Directors

Dr.
Bob Froehlich. Dr. Froehlich has served on our board of directors as an independent director since March 2017. Over the
span of his career, Dr. Froehlich has chaired investment committees for multiple global asset management organizations, including
Deutsche Bank, Hartford and Kemper Funds. Dr. Froehlich was named to three different All American Institutional Research Teams
in 1991, 1993 and 1994. This expertise has gained him international acclaim where he has traveled to and has provided investment
and financial advice and has delivered a keynote speech on investing in 107 different countries. This expertise has also resulted
in his publishing of 6 books.



1







Dr. Froehlich
has amassed over 40 years of financial experience in both the public and private sector. Dr. Froehlich has served as: Budget Analyst
for the City of Dayton, Ohio, with a budget of $100 million; chief financial officer for Montgomery County, Ohio’s Water
and Sewer District, with annual operating revenues of $75 million; City Manager for the City of Beavercreek, Ohio, the youngest
City Manager ever in Ohio; senior executive with Ernst & Whinney, responsible for a national practice that conducted financial
feasibility studies and financial consulting to tax exempt entities; campaign finance chairman and treasurer of The Leonard Committee
for Paul R. Leonard, the 58th Lieutenant Governor of Ohio; senior executive at Van Kampen
Merritt, which became Van Kampen American Capital after its merger with American Capital, with over $50 billion in assets across
75 different mutual funds; vice chairman of Kemper Funds, with $75 billion in assets among 50 different funds; vice chairman of
Scudder Investments, with combined assets of $200 billion in 129 funds; vice chairman of Deutsche
Asset Management, a role he held until he retired in 2009. Dr. Froehlich came out of retirement
in 2009 to help rebrand Hartford Financial after its near financial collapse serving as a senior executive with The Hartford Mutual
Funds, where he was an officer of all 55 funds with assets totaling $84 billion.



Since
his second retirement, Dr. Froehlich has begun a new chapter in his professional career by building a portfolio of boards spanning
private, public, nonprofit and mutual fund companies. Dr. Froehlich has served on the board of trustees of Highland Capital Mutual
Funds since December 2013, a major mutual fund company that offers alternative, equity, fixed income and asset allocation products
through 14 different funds and has assets under management of $3.5 billion, and also serves as the Distribution Committee Chairman
and as a member of the Audit Committee and Litigation Committee for Highland Capital Mutual Funds. Dr. Froehlich has served as
an independent director and member of the Audit Committee, Conflicts Committee and Nominating and Corporate Governance Committee
for NexPoint Capital, Inc. since July 2014, a publicly registered non-traded BDC. Dr. Froehlich also has served as an independent
director, Compensation Committee Chairman and a member of the Audit Committee for AXAR Acquisitions Corp. since October 2014,
a Special Purpose Acquisition Corporation formed for the purpose of effecting a merger, capital stock exchange or similar business
combinations, which trades on the NASDAQ exchange under the symbol AUMAU. In June 2014, Dr. Froehlich became the Chairman of the
board of directors, chief executive officer, president and owner of the Kane County Cougars Baseball Club, the Class ‘‘A’’
minor league affiliate of the Arizona Diamondbacks and a member of the Midwest League and has been a co-owner and member of the
board of directors since January 2013. Dr. Froehlich was also appointed as an independent director for Galen Robotics, Inc. in
August 2016, a spin-off from John Hopkins University, focusing on the surgical robotic microsurgery market.



Dr.
Froehlich served: as an independent director for Davidson Investment Advisors, Inc. from 2009 to 2016,
a privately held company that provides professional money management to institutions, foundations, corporations, affluent investors
and trusts; an independent director and Audit Committee Chairman for ARC Healthcare Trust, Inc. from 2013 to 2016, a publicly
registered non-traded real estate investment program; an independent director, Lead Independent Director, Audit Committee Chairman
and Conflicts Committee Chairman for ARC Realty Finance Trust, Inc. from 2013 to 2016, a publicly registered non-traded real estate
investment program; an independent director and Lead Independent Director, Audit Committee Chairman and Conflicts Committee Chairman
for American Realty Capital Daily NAV Trust, Inc. from 2012 to 2016, a publicly registered real estate investment program; Lead
Independent Trustee and Audit Committee Chairman for Realty Capital Income Funds from 2014 to 2016, mutual funds sponsored by
AR Capital, a full service investment firm that provides alternative solutions in a public format; and on the Advisory Board of
Directors for Internet Connectivity Group, Inc. from 2014 to 2016, a full service digital media firm focusing on point of sale
strategies.



Dr.
Froehlich received his Ph.D. from California Coast University in 1979, M.A. from Central Michigan University in 1978, M.P.A. from
the University of Dayton in 1976 and a B.A. from the University of Dayton in 1975. In 2008, he was awarded an Honorary Doctorate
of Commercial Sciences form the Board of Trustees of Central Michigan University.



The
Company has determined that Dr. Froehlich’s extensive experience serving as a director for several public, private, mutual
fund and nonprofit companies, and his over 40 years in the finance industry has provided him with the knowledge, experience and
relationships necessary to serve as a director of the Company.



Frank
Grant. Mr. Grant has served on our board of directors since March 2017. Mr. Grant hasserved asManaging Director of Interstate Venture Capital, a venture capital and advisory firm that focuses on the world’s most promising
consumer-focused Internet and mobile companies, since November 2016. Prior to Interstate Venture
Capital, Mr. Grant was a Partner with Stradling, a business law firm, representing entrepreneurs, emerging growth companies, venture
capital firms and investors, from July 2015 to November 2016. He focused his practice on assisting
clients in solving business problems, executing business strategies and achieving critical business objectives. Prior to Stradling,
Mr. Grant served as Senior Counsel at Perkins Coie, LLP, an international law firm headquartered in Seattle, Washington, from
January 2012 to July 2015.



2







In
addition to investing, Mr. Grant regularly works with public and private companies in fundraising, corporate transactions, and
corporate governance matters. He has extensive experience with public and private mergers and acquisitions, asset acquisitions
and dispositions, private placements and venture capital financings. He assists private and public companies in the acquisition
and sale of full business enterprises, subsidiaries, divisions and other select assets. He also helps operating companies, management
groups, founders and investors in various transactions, including mergers and acquisitions, joint ventures, debt and equity financings,
distribution and supply arrangements and other strategic transactions.



Mr.
Grant serves on the board of directors and the audit committee of First Capital Real Estate Trust, a publicly-registered, non-traded
real estate investment trust. Mr. Grant is also a member of Pasadena Angels and a member of the Yurok Tribe of California. He
advises companies on a wide range of tribal related matters, including federal Indian law, gaming, energy and other economic development
opportunities. Mr. Grant assists in the development of diverse economic enterprises to invest in infrastructure and support tribal
governmental programs. He also advises on the formation of tribal economic development corporations and assists tribes with investing
in business interests ranging from restaurants and hotels, to retail shopping centers and energy generation facilities.



Mr.
Grant earned a M.B.A. from the Stanford Graduate School of Business, a J.D. from Stanford Law School
and a B.A. with High Honors in Economics from the University of California, Berkeley.



The
Company has determined that Mr. Grant’s extensive experience with mergers and acquisitions, fundraising and venture capital
financings has provided him with the knowledge, experience and relationships necessary to
serve as a director of the Company.



Executive Officers



Pat
Clemens. Mr. Clemens has served as our president and chief executive officer since March 2017. From
March 2014 to August 2016, Mr. Clemens served as an investment management professional for Dallas-based Revere Capital, LLC, an
emerging private credit fund, where he established the firm’s west coast presence, led structured credit investments in
commercial real estate and launched a new investment initiative for lower middle-market companies. From January 2008 to September
2012, Mr. Clemens served as Managing Director, Investment Management at White Oak Global Advisors, LLC, a San Francisco-based,
de novoprivate credit investment management fund. As one of the first strategic hires following the founders, Mr. Clemens
led the creation and comprehensive buildout of the investment process: transaction sourcing development and buildout; investment
due diligence, underwriting, analysis, structuring and documentation process management; and post-closing portfolio management,
oversight, reporting and valuation policies and procedures. Mr. Clemens directly sourced and managed approximately $285 million
in credit/equity transactions during his term.



From
June of 2004 through May of 2007, Mr. Clemens worked for both GE Capital and CIT Group, focusing
on core commercial finance transaction, targeting the Specialty Retail and Consumer sector. From June of 2000 through November
of 2002, he worked for WH Hambrecht & Co. as a member of the corporate finance team pursuing IPOs, M&A, other investment
banking transactions and private equity financing in the communications systems space. From November 1998 through June 2000, Mr.
Clemens worked in Silicon Valley Bank’s structured products group, providing structured debt finance, international trade
finance, inventory financing and other commercial banking services to late stage private, and small and mid-cap publicly traded
emerging growth technology companies. Mr. Clemens began his banking and financial services career at the Union Bank of California,
where he provided corporate loans and other financial services to large general corporate clients as well as developing the bank’s
emerging lending practice to middle-market technology companies.



In
conjunction with his banking career, Mr. Clemens has built a private consulting practice for his client base, providing strategic
advisory services, including capital raising, M&A and divestitures, transaction execution and process management and other
services. Mr. Clemens graduated from Purdue University in May 1990 with a B.S. in Finance and a minor in Japanese.



Perpetua
Seidenberg. Perpetua Seidenberg has served as a Director of Compliance at Vigilant Compliance, LLC since March 2014 and
as an Associate at Vigilant Compliance, LLC from September 2010 to September 2012. Ms. Seidenberg is a Certified Public Accountant
and was an auditor with PricewaterhouseCoopers LLP (‘‘PwC’’), in the investment management industry, from
September 2012 to March 2014. Ms. Seidenberg graduated summa cum laude from La Salle University in 2012 with a Master’s
degree in Business Administration and received a Bachelor of Science degree in Accounting in 2011. Ms. Seidenberg was also a member
of the LaSalle Honors Program and a member of Beta Gamma Sigma. Ms. Seidenberg is also a member of the American Institute of CPAs.



3







Robert
Amweg. Robert Amweg is a Certified Management Accountant with investment and financial services experience. Mr. Amweg
has served as a Director with Vigilant Compliance LLC since August 2013. Mr. Amweg was a consultant to the financial services
industry from September 2012 to December 2014 and he served as the Chief Financial Officer of Turner Investments LLC, an SEC registered
investment management firm from 2007 to 2012. Mr. Amweg received his Bachelor of Science in Mathematics from Susquehanna University,
Master of Mathematics and Statistics from Montclair University and Master in Business Administration
and Finance from Fordham University.



The Audit Committee



The
Company’s board of directors has established an audit committee. The audit committee is responsible for selecting, engaging
and discharging our independent accountants, reviewing the plans, scope and results of the
audit engagement with our independent accountants, approving professional services provided by our independent accountants (including
compensation therefor), reviewing the independence of our independent accountants and reviewing the adequacy of our internal controls
over financial reporting. The members of the audit committee are Dr. Froehlich and Mr. Grant, each of whom is an independent director.
Dr. Froehlich serves as the chairman of the audit committee. Our board of directors has determined that Dr. Froehlich is an ‘‘audit
committee financial expert’’ as defined under SEC rules.



Section
16(a) Beneficial Ownership Reporting Compliance



Section 16(a) of the Exchange
Act requires our directors, executive officers and holders of more than 10% of our common stock to file with the SEC initial reports
of ownership and reports of changes in the ownership of common stock and other equity securities of the Company. Such persons
are required to furnish us with copies of all Section 16(a) filings.



Based solely upon a review
of the copies of the forms furnished to us, we believe that our directors, officers and holders of more than 10% of our common
stock complied with all applicable filing requirements during the 2016 fiscal year.



Code of Ethics



We
and FCIC Advisors LLC, our advisor (“FCIC Advisors”), have each adopted a code of ethics pursuant to Rule 17j-1 under
the Investment Company Act of 1940, as amended (the “1940 Act”),that,
among other things, establishes procedures for personal investments and restricts certain personal securities transactions. Personnel
subject to the code may invest in securities for their personal investment accounts, including securities that may be purchased
or held by us, so long as such investments are made in accordance with the code’s requirements. Our code of ethics is incorporated
by reference to our registration statement. You may also read and copy our code of ethics at the SEC’s Public Reference
Room located at100 F Street, N.E., Washington, D.C. 20549. You may obtain information
on the operation of the Public Reference Room by calling the SEC at (202) 551-8090. In addition, our code of ethics is available
on our website at http://freedomcapitalfunds.comand on the EDGAR Database on the SEC’s Internet siteat
www.sec.gov.You may also obtain a copy of our code of ethics, after paying a duplicating fee, by electronic request
at the following email address: publicinfo@sec.gov, or by writing the SEC’s Public Reference Section, Washington, D.C. 20549.



Item 11. Executive Compensation



Compensation of Executive Officers



Our
executive officers do not receive any direct compensation from us. We do not currently have any employees
and do not expect to have any employees. Services necessary for our business are provided by individuals who are employees of
FCIC Advisors or by individuals who were contracted by us or by FCIC Advisors to work on behalf of us, pursuant to the terms of
the Investment Advisory and Administrative Services Agreement between the Company and FCIC Advisors (the ‘‘Advisory
Agreement’’). Each of our executive officers is an employee of FCIC Advisors or an outside contractor, and the day-to-day
investment operations and administration of our portfolio are managed by FCIC Advisors. In addition, we will reimburse FCIC Advisors
for our allocable portion of expenses incurred by FCIC Advisors in performing its obligations under the investment advisory and
administrative services agreement, including the allocable portion of the cost of our officers
and their respective staffs determined under such agreement.



4







Compensation of Directors



Our
directors who do not also serve in an executive officer or interested director capacity for us, FCICAdvisors
or the dealer manager or who are otherwise affiliated therewith, are entitled to receive annual cash retainer fees, fees for attending
in-person board and committee meetings and annual fees for serving as a committee chairperson, determined based on our net assets
as of the end of each fiscal quarter. These directors are Dr. Froehlich and Mr. Grant. Amounts payable under the arrangement will
be determined and paidquarterly in arrears as follows:



|Net Assets                   |  | Annual Cash Retainer |        |  | Board/ Committee Meeting Fee |   |       | Annual Chairperson Fee | 
|---------------------------- |  | -------------------- | ------ |  | ---------------------------- | - | ----- | ---------------------- | 
|$0 to $100 million           |  | $                    | 12,000 |  |                              | $ | 500   |                        | 
|$100 million to $300 million |  | $                    | 25,000 |  |                              | $ | 1,000 |                        | 
|$300 million to $500 million |  | $                    | 40,000 |  |                              | $ | 1,000 |                        | 
|$500 million to $1 billion   |  | $                    | 60,000 |  |                              | $ | 1,500 |                        | 
|> $1 billion                 |  | $                    | 80,000 |  |                              | $ | 2,500 |                        | 



The following table sets forth the compensation
of our directors, for the year ended December 31, 2016:



|Name                  |  | Fees Earned orPaid in Cash(1) |        |  | All Other Compensation |  |   | Total | 
|--------------------- |  | ----------------------------- | ------ |  | ---------------------- |  | - | ----- | 
|Interested Directors  |  |                               |        |  |                        |  |   |       | 
|Jeffrey McClure(1)    |  |                               | —      |  |                        |  | — |       | 
|Suneet Singal(2)      |  |                               | —      |  |                        |  | — |       | 
|Liam Coakley(3)       |  |                               | —      |  |                        |  | — |       | 
|Independent Directors |  |                               |        |  |                        |  |   |       | 
|Keith Hall(4)         |  | $                             | 15,000 |  |                        |  | — |       | 
|David Duhamel(4)      |  | $                             | 13,500 |  |                        |  | — |       | 
|Steven Looney(4)      |  | $                             | 13,500 |  |                        |  | — |       | 
|Dr. Bob Froehlich(5)  |  |                               | —      |  |                        |  | — |       | 
|Frank Grant(5)        |  |                               | —      |  |                        |  | — |       | 



| | (1) | Mr. McClure resigned from the
                                         board of directors on March 30, 2017.
| | --- | ------------------------------------------------------------------------------------------------------------



| | (2) | Mr. Singal was appointed to the
                                         board of directors on March 30, 2017.
| | --- | --------------------------------------------------------------------------------------------------------------



| | (3) | Mr. Coakley resigned from the
                                         board of directors on March 30, 2017.
| | --- | ------------------------------------------------------------------------------------------------------------



| | (4) | Messrs. Hall, Duhamel and Looney
                                         resigned from the board of directors on March 30, 2017.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------



| | (5) | Dr. Froehlich and Mr. Grant were
                                         appointed to the board of directors on March 30, 2017.
| | --- | --------------------------------------------------------------------------------------------------------------------------------



We will also reimburse
our directors for all reasonable and authorized business expenses in accordance with our policies as in effect from time to time,
including reimbursement of reasonable out-of-pocket expenses incurred in connection with attending each board meeting and each
committee meeting not held concurrently with a board meeting.



We will not pay compensation
to our directors who also serve in an executive officer or interested director capacity for us, FCIC Advisors or the dealer manager
or who are otherwise affiliated therewith.



5







Compensation Committee Interlocks and Insider
Participation



We currently do not have
a compensation committee of our board of directors because we do not pay, or plan to pay, any compensation to our officers. There
are no interlocks or insider participation as to compensation decisions required to be disclosed pursuant to SEC regulations.



Item 12. Security Ownership of Certain
Beneficial Owners and Management and Related Stockholder Matters



Security Ownership of Certain Beneficial
Owners



The following table sets forth, as of April
29, 2017, information with respect to the beneficial ownership of our common stock by:



| | · | Each
                                         person known to us to beneficially own more than 5% of the outstanding shares of our
                                         common stock;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Each
                                         member of our board of directors and each executive officer; and
| | - | --------------------------------------------------------------------------------------------------------------



| | · | All
                                         of the members of our board of directors and executive officers 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 of common stock subject to options that are currently exercisable or exercisable within 60
days of April 29, 2017. Percentage of beneficial ownership is based on 845,627.27 shares of common stock outstanding as of
April 29, 2017.





|                                                  |  | Shares Beneficially Owned as of April 29, 2017 |          
|------------------------------------------------- |  | ---------------------------------------------- | ---------
|Name(1)                                           |  | Number of 
Shares                              |          
|Interested Director:                              |  |                                                |          
|Suneet Singal(2)                                  |  |                                                | 11,111.11
|Independent Directors:                            |  |                                                |          
|Dr. Bob Froehlich                                 |  |                                                | —        
|Frank Grant                                       |  |                                                | —        
|Executive Officers:                               |  |                                                |          
|Pat Clemens                                       |  |                                                | —        
|Perpetua Seidenberg                               |  |                                                | —        
|Robert Amweg                                      |  |                                                | —        
|All officers and directors as a group (6 persons) |  |                                                | 11,111.11





| | * | Less than 1%
| | - | ------------



| | (1) | Unless otherwise indicated, the address of each beneficial
    owner is c/o First Capital Investment Corporation, 1560 Wilson Boulevard, Suite 450, Arlington, VA 22209.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Mr. Singal controls FCREI, which acquired Freedom Capital
    Investment Management LLC (“FCIM”) in April 2017. FCIM previously contributed $100,000 in exchange for 11,111.11
    shares of our common stock. As a result, Mr. Singal is deemed to beneficially own the shares of our common stock held by FCREI.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The following table sets
forth, as of April 29, 2017, the dollar range of our equity securities that are beneficially owned by each member of our board
of directors, based on the current public offering price of $10.00.



|Name of Director       |  | Dollar Range of EquitySecurities BeneficiallyOwned(1)(2)(3)
|---------------------- |  | -----------------------------------------------------------
|Interested Director:   |  |                                                            
|Suneet Singal          |  | $50,001 – $100,000 (4)                                     
|Independent Directors: |  |                                                            
|Dr. Bob Froehlich      |  | None                                                       
|Frank Grant            |  | None                                                       



6







| | (1) | Beneficial ownership has been determined in accordance
    with Rule 16a-1(a)(2) of the Exchange Act.
| | --- | -----------------------------------------------------------------------------------------------------



| | (2) | The dollar range of equity securities beneficially
    owned by our directors is based on the current public offering price of $10.00 per share.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | The dollar range of equity securities beneficially
    owned are: None, $1 – $10,000, $10,001 – $50,000, $50,001 – $100,000 or over
    $100,000.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | Mr. Singal controls FCREI, which acquired FCIM in April
    2017. FCIM previously contributed $100,000 in exchange for 11,111.11 shares of our common stock. As a result, Mr. Singal is
    deemed to beneficially own the shares of our common stock held by FCIM.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Item 13. Certain Relationships and Related
Transactions, and Director Independence



Certain Transactions with Related Persons



On March 28, 2017, Freedom
Capital Investment Management LLC (“FCIM”), the entity that owns FCIC Advisors, and Democracy Funding LLC, the dealer
manager in our offering, entered into a Membership Interest Purchase Agreement with First Capital Real Estate Investments, LLC
(“FCREI”) whereby FCREI agreed to acquire all of the membership units of FCIM and Democracy Funding in exchange for
a secured promissory note payable over time. FCREI is controlled by Suneet Singal, who was appointed Chairman of our board of
directors following the execution of the Membership Interest Purchase Agreement. The acquisition of FCIM closed on April 3, 2017.



Upon the closing of the
acquisition of FCIM by FCREI on April 3, 2017, there was a change in control of FCIC Advisors, which resulted in an “assignment,”
as that term is used in the 1940 Act, of the investment advisory and administrative services agreement between us and FCIC Advisors
(the “Advisory Agreement”). Section 15 of the 1940 Act requires, among other things, that any investment advisory
agreement provide for its automatic termination in the event of its “assignment.” In anticipation of the termination
of the Advisory Agreement, our board of directors held an in-person meeting on March 31, 2017 at which it approved an interim
investment advisory agreement (the “Interim Advisory Agreement”) with FCIC Advisors, as permitted by Rule 15a-4 of
the 1940 Act, on substantially the same terms as the Advisory Agreement. The Interim Advisory Agreement is effective for 150 days
from the date of the termination of the Advisory Agreement. Our board of directors will submit a new investment advisory and administrative
services agreement, which is identical in all material respects to the Advisory Agreement and the Interim Advisory Agreement,
for stockholder approval at our 2017 annual meeting of stockholders. If approved by our stockholders, the new investment advisory
and administrative services agreement will have a one-year term and may be continued thereafter for successive one-year periods
if such continuance is approved in the manner provided for under Section 15 of the 1940 Act.



Since the material terms
of the Advisory Agreement and the Interim Advisory Agreement are identical, we use the term “Advisory Agreement” in
this Amendment to include both agreements.



Our
executive officers and certain of our directors who perform services for us on behalf of FCIC Advisors
are also officers, trustees, managers, and/or key professionals of the dealer manager and other affiliated entities. These persons
have legal obligations with respect to those entities that are similar to their obligations to us. In the future, these persons
and other affiliates of FCIC Advisors may organize other investment programs and acquire for their own account investments that
may be suitable for us. In addition, FCIC Advisors may grant equity interests in itself to certain management personnel performing
services for FCIC Advisors.



Prior
to the occurrence of a liquidity event, all future transactions with affiliates of ours will be on terms no less favorable than
could be obtained from an unaffiliated third party and must be approved by a majority of our
directors, including a majority of our independent directors.



7







Compensation of FCIC Advisors



Pursuant to the Advisory
Agreement, FCIC Advisors is entitled to receive an annual base management fee of 2.0% of our average monthly gross assets and
an incentive fee based on our performance. Management fees will be paid on a quarterly basis in arrears.



The incentive fee consists
of two parts. The first part, which is referred to as the subordinated incentive fee on income, is calculated and payable quarterly
in arrears, will equal 20.0% of “pre-incentive fee net investment income” for the immediately preceding quarter and
will be subject to a hurdle rate, expressed as a rate of return on adjusted capital, as defined in the Advisory Agreement, equal
to 1.75% per quarter, or an annualized hurdle rate of 7.0%. Prior to Amendment No. 2 to the Advisory Agreement, effective February
10, 2017, the quarterly hurdle rate for determining whether subordinated incentive fees would be paid was 1.375 (5.5% annually).



The second part of the
incentive fee, which is referred to as the incentive fee on capital gains, will be accrued for on a quarterly basis and, if earned,
will be paid annually. We will accrue this incentive fee based on net realized and unrealized gains; however, under the terms
of the Advisory Agreement, the fee payable to FCIC Advisors will be based on realized gains and no such fee will be payable with
respect to unrealized gains unless and until such gains are actually realized.



FCIC Advisors is not eligible
to receive any incentive fees on capital gains until such time as the amount of capital gains incentive fees that would otherwise
be payable to FCIC Advisors equals the total of the selling commissions, dealer manager fees and organization and offering expenses
borne by stockholders in our offering measured as of the end of each fiscal year on a cumulative basis.



Allocation of FCIC
Advisors’ Time



We
rely on FCIC Advisors to manage our day-to-day activities and to implement our investment strategy. FCIC Advisors and certain
of its affiliates may in the future be involved with activities which are unrelated to us. As a result of these activities, FCIC
Advisors, its employees and certain of its affiliates will haveconflicts ofinterest
in allocating their time between us and other activities in which they may become involved. FCIC
Advisors and its employees will devote only as much of its or their time to our business as FCIC Advisors and its employees, in
their judgment, determine is reasonably required, which may be substantially less than their full time. Therefore, FCIC Advisors,
its personnel and certain affiliates may experience conflicts of interest in allocating management time, services and functions
among us and any other business ventures in which they or any of their key personnel, as applicable, are or may become involved.
This could result in actions that are more favorable to other affiliated entities than to us.



However,
we believe that the members of FCIC Advisors’ senior management and the other key investment professionals have sufficient
time to fully discharge their responsibilities to us and to the other businesses in which they are involved. We believe that our
affiliates and executive officers will devote the time required to manage our business and expect that the amount of time a particular
executive officer or affiliate devotes to us will vary during the course of the year and depend on our business activities at
the given time.



Competition and Allocation
of Investment Opportunities



Concurrent
with our continuous offering, employees of FCIC Advisors may simultaneously provide investment advisory services to other accounts.
Currently, FCICAdvisors does not engagein market transactions where order aggregation may
arise, as FCIC Advisors does not presently have any client other than us but may have additional clients in the future that may
have investment objectives similar to ours.



Subject
to certain 1940 Act restrictions on co-investments with affiliates, FCIC Advisors may determine it appropriate for us and one
or more other investment accounts managed by FCIC Advisors or any of its affiliates to participate in an investment opportunity.
For example, we generally will not be permitted to co-invest with certain entities affiliated with FCIC Advisors in transactions
originated by FCIC Advisors or its affiliates unless we obtain an exemptive order from the SEC. We presently do not have exemptive
relief under the 1940 Act to engage in such co-investments. Consequently, we can only co-invest alongside FCICAdvisors
or itsaffiliates in accordance with existing regulatory guidance and the allocation policies of
FCIC Advisors and its affiliates, as applicable. To the extent we are able to make co-investments with investment accounts managed
by FCIC Advisors or its affiliates, these co-investment opportunities may give rise to conflicts of interest or perceived conflicts
of interest among us and the other participating accounts. In addition,conflicts ofinterest
or perceived conflicts of interest may also arise in determining which investment opportunities should
be presented to us and other participating accounts.



8







To
mitigate these conflicts, FCIC Advisors will seek to execute such transactions on a fair and equitable basis
and in accordance with its allocation policies, taking into account various factors, which may include: the source of origination
of the investment opportunity; investment objectives and strategies; tax considerations; risk, diversification or investment concentration
parameters; characteristics of the security;size ofavailable investment; available liquidity
and liquidity requirements; regulatory restrictions; and/or such other factors as may be relevant to a particular transaction.
If investment opportunities are not allocable among us and other clients of FCIC Advisors because only one account may partake
in such an opportunity at one time, investment opportunities will be allocated on a rotational basis among all clients of FCIC
Advisors, including us, that are eligible to participate in such opportunities. FCIC Advisors will also utilize the allocation
policies described above if we co-invest with other clients of FCIC Advisors and its affiliates in transactions where price is
the only negotiated point. We are prohibited from engaging in co-investment transactions where terms other than price are to be
negotiated unless we obtain exemptive relief from the SEC. There can be no assurance that if we apply for such exemptive relief,
it will be granted.



Affiliated Dealer Manager



The dealer
manager is an affiliate of FCIC Advisors. This relationship may create conflicts in connection with the dealer manager’s
due diligence obligations under the federal securities laws. Although the dealer manager will examine the information in our prospectus
for accuracy and completeness, due to its affiliation with FCIC Advisors, no independent review of us will be made in connection
with the distribution of our shares in our offering. In addition, the dealer manager is entitled to compensation in connection
with our offering.



Compensation of Dealer
Manager and Selected Broker-Dealers



The dealer manager receives
selling commissions of 7.0% of the gross proceeds of shares sold in this offering. The dealer manager also receives a dealer manager
fee of 3.0% of the gross offering proceeds as compensation for acting as the dealer manager. The dealer manager will not directly
or indirectly pay or award any fees or commissions or other compensation to any person or entity engaged to sell our shares, except
to a registered broker-dealer or other properly licensed agent for selling or distributing our shares of common stock.



The dealer manager authorizes
other broker-dealers that are members of FINRA, which we refer to as selected broker-dealers, to sell our shares. The dealer manager
may re-allow all of its selling commissions attributable to a selected broker-dealer.



The dealer manager, in
its sole discretion, may re-allow to any selected broker-dealer a portion of its dealer manager fee for reimbursement of marketing
expenses. The amount of the reallowance will be based on such factors as the number of shares sold by the selected broker-dealer,
the assistance of the broker-dealer in marketing our offering and due diligence expenses incurred. The maximum aggregate amount
of the reallowances of the 3.0% dealer manager fee will be 1.5% of the gross proceeds from shares sold in this offering.



In addition to the payment
of selling commissions and the dealer manager fee, we reimburse the dealer manager and selected broker-dealers for bona fideaccountable due diligence expenses supported by detailed itemized invoices. We expect to reimburse up to 0.5% of the gross
offering proceeds for accountable due diligence expenses, which are included as part of the reimbursement of organization and
offering expenses in an amount up to 2.0% of the gross offering proceeds.



We may reimburse our dealer
manager and its associated persons and affiliates for certain expenses that are deemed underwriting compensation. We have agreed
to reimburse the dealer manager for reasonable fees and expenses incurred in connection with: (a) legal counsel to the dealer
manager, including fees and expenses incurred prior to the effectiveness of the registration statement, of which this prospectus
forms a part, provided such fees and expenses are incurred in relation to the dealer manager; (b) customary travel, lodging, meals
and reasonable entertainment expenses incurred in connection with this offering; (c) attendance at broker-dealer sponsored conferences,
educational conferences sponsored by us, industry sponsored conferences and informational seminars; (d) non-accountable due diligence
expenses incurred by our dealer manager or a participating broker-dealer; (e) customary promotional items; and (f) sales incentives.
Such reimbursements will come from the dealer manager fee. The value of any non-cash compensation that is a promotional gift may
not exceed an aggregate of $100 per sales person, per year in accordance with FINRA regulations. In the event other incentives
are provided to registered representatives of the dealer manager or the participating broker-dealers, those incentives will be
paid only in cash, and such payments will be made only to the dealer manager, not to participating broker-dealers or to their
registered representatives.



We will not pay selling
commissions or dealer manager fees on shares sold under our distribution reinvestment plan. The amount that would have been paid
as selling commissions and dealer manager fees if the shares sold under our distribution reinvestment plan had been sold pursuant
to this public offering of shares will be retained and used by us. Therefore, the net proceeds to us for sales under our distribution
reinvestment plan will be greater than the net proceeds to us for sales pursuant to this prospectus.



9







Expense Support and Conditional
Reimbursement Agreement



Pursuant
to the expense reimbursement agreement, FCIC Advisors has agreed to reimburse us for expenses in an amount that is sufficient
to ensure that no portion of our distributions to stockholders will be paid from our offering proceeds or borrowings plus such
amounts necessary to reduce our operatingexpenses toensure that we bear a reasonable level
of expenses in relation to our investment income. FCIC Advisors is under no obligation to waive its fees and reimburse certain
of our expenses to prevent our distributions from constituting returns of capital for tax purposes. However, because certain investments
we may make, including preferred and common equity investments, may generate distributions to us that are treated for tax purposes
as a return of capital, a portion of our distributions to stockholders may exceed our earnings and also be deemed to constitute
a return of capital for tax purposes. Under those circumstances, FCIC Advisors will not reimburse us for the portion of such distributions
to stockholders that represent a return of capital for tax purposes, as the purpose of the expense reimbursement arrangement is
not to provide tax-advantaged distributions to stockholders.



Under
the expense reimbursement agreement, FCIC Advisors will reimburse us for expenses in an amount equal to the difference between
our cumulative distributions paid to our stockholders in each quarter plus such amounts necessary to reduce our operating expenses
to ensure that we bear a reasonable level of expenses in relation to our investment income, less the sum of our net investment
company taxable income, net capital gains and dividends and other distributions paid to us on account of preferred and common
equity investments in portfolio companies (to the extent such amounts are not included in net investment company taxable income
or net capital gains) in each quarter.



Pursuant
to the expense reimbursement agreement, we will have a conditional obligation to reimburse FCIC Advisors for any amounts funded
by FCIC Advisors under such agreement if (and only to the extent that), during any fiscal quarter occurring within three years
of the date on which FCIC Advisors funded such amount, the sum of our net investment company taxable income, net capital gains
and the amount of any dividends and other distributions paid to us on account of preferred and common equity investments in portfolio
companies (to the extent not included in net investment company taxable income or net capital gains) exceeds the distributions
paid by us to stockholders; provided, however, that (i) we will only reimburse FCIC Advisors for expense support payments made
by FCIC Advisors 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 us during such fiscal year) to exceed
the lesser of (A) 1.75% of our average net assets attributable to shares of our common stock for the fiscal year-to-date period
after taking such payments into account and (B) the percentage of our average net assets attributable
to shares of our common stock represented by ‘‘other operating expenses’’ during the fiscal year in which
such expense support payment from FCIC Advisors was made (provided, however, that this clause (B) shall not apply to any reimbursement
payment which relates to an expense support payment from FCIC Advisors made during the same fiscal year) and (ii) we will not
reimburse FCIC Advisors for expense support payments made by FCIC Advisors if the annualized rate of regular cash distributions
declared by us at the time of such reimbursement payment is less than the annualized rate of regular cash distributions declared
by us at the time FCIC Advisors made the expense support payment to which such reimbursement relates. ‘‘Other operating
expenses’’ means our total ‘‘operating expenses’’ (as
defined below), excluding base management fees, incentive fees, organization and offering expenses, financing fees and costs,
interest expense, brokerage commissions and extraordinary expenses. ‘‘Operating expenses’’ means all operating
costs and expenses incurred, as determined in accordance with GAAP for investment companies.



We
or FCIC Advisors may terminate the expense reimbursement agreement at any time. FCIC Advisors has indicated that it expects to
continue such reimbursements until it deems that we have achievedeconomiesofscale sufficient to ensure that we bear a reasonable level of expenses in relation to our income.



The
specific amount of expenses reimbursed by FCIC Advisors, if any, will be determined at the end of each quarter. Upon termination
of the expense reimbursement agreement by FCIC Advisors, FCIC Advisors will be required to fund any amounts accrued thereunder
as of the date of termination and will not be eligible for reimbursement of such amounts. Similarly, our conditional obligation
to reimburse FCIC Advisorspursuant tothe terms of the expense reimbursement agreement shall
survive the termination of such agreement by either party.



There
can be no assurance that the expense reimbursement agreement will remain in effect or that FCIC Advisors will reimburse any portion
of our expenses in future quarters.



10







Investments



As
a BDC, we may be limited in our ability to invest in any portfolio company in which any fund or other client managed by FCIC Advisors
or its affiliates has an investment. We may also be limited in our ability to co-invest in a portfolio company with FCIC Advisors
or one or more of its affiliates. In general, we may not invest in general partnerships or joint ventures with affiliates (other
than publicly registered affiliates) unless we meet several conditions, including that there are no duplicate fees to FCIC Advisors.
Our ability to invest in general partnerships or joint ventures with non-affiliates that own specific assets is also subject to
several conditions, including requirements that we own a controlling interest in any entity, and that no duplicate fees are allowed
to FCIC Advisors.



Appraisal and Compensation



Our
charter provides that, in connection with any transaction involving a merger, conversion or consolidation, either directly or
indirectly, involving us and the issuance of securities of a surviving entity after the successful completion of such transaction,
or ‘‘roll-up,’’ an appraisal of all our assets will be obtained from a competent independent expert which
will be filed as an exhibit to the registration statement registering the roll-up transaction. Such appraisal will be based on
all relevant information and shall indicate the value of our assets as of a date immediately prior to the announcement of the
proposed roll-up. The engagement of such independent expert shall be for the exclusive benefit of our stockholders. A summary
of such appraisal shall be included in a report to our stockholders in connection with a proposed roll-up. All stockholders will
be afforded the opportunity to vote to approve such proposed roll-up, and shall be permitted to receive cash in an
amount of such stockholder’s pro rata share of the appraised value of our net assets.



Director Independence



As required by our charter,
a majority of the members of our board of directors must qualify as “independent directors” as affirmatively determined
by our board of directors. Our board of directors consults with our legal counsel to ensure that its determinations are consistent
with our charter and applicable securities and other laws and regulations regarding what constitutes an “independent director.”
We do not consider a director independent unless our board of directors has determined that he or she has no material relationship
with us in accordance with Section 2(a)(19) of the 1940 Act



Consistent with
these considerations, after review of all relevant transactions or relationships between each director, or any of his family members,
and the Company, our senior management and our independent registered public accounting firm, our board of directors has determined
that Dr. Froehlich and Mr. Grant, who comprise a majority of our board of directors, qualify as independent directors.



Item 14. Principal Accounting Fees and
Services



Principal Accountant Fees and Services



RSM US LLP, an independent
registered public accounting firm located at 919 East Main Street, Suite 1800 Richmond, VA 23219, has served as our independent
public accountant since the Company’s inception



Independent Registered Public Accountant’s
Fees



RSM US LLP performed various
audit and other services for us during 2015 and 2016. Fees for professional services provided by RSM US LLP in 2015 and 2016 in
each of the following categories are:



|                   |  | 2016 |        |  | 2015 |  
|------------------ |  | ---- | ------ |  | ---- | -
|Audit Fees         |  | $    | 30,000 |  |      | $
|Audit-Related Fees |  |      | 16,000 |  |      |  
|Tax Fees           |  |      | 1,600  |  |      |  
|All Other Fees     |  |      | 11,096 |  |      |  
|Total Fees         |  | $    | 58,696 |  |      | $



“Audit
Fees” relate to fees and expenses billed by RSM US LLP for the annual audit, including the audit of our financial statements,
review of our quarterly financial statements and for comfort letters and consents related to stock issuances.



“Audit-Related
Fees” relate to fees for assurance and related services that traditionally are performed by independent auditors that are
reasonably related to the performance of the audit or review of the financial statements, such as due diligence related to acquisitions
and dispositions, attestation services that are not required by statute or regulation, internal control reviews and consultation
concerning financial accounting and reporting standards.



11







“Tax
Fees” relate to fees for all professional services performed by professional staff in our independent auditor's tax division,
except those services related to the audit of our financial statements. These include fees for tax compliance, tax planning and
tax advice, including federal, state and local issues. Services may also include assistance with tax audits and appeals before
the Internal Revenue Service and similar state and local agencies, as well as federal, state and local tax issues related to due
diligence.



“All
Other Fees” relate to fees for any services not included in the above-described categories.



Pre-Approval Policies and Procedures



Our 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. Any requests for audit,
audit-related, tax and other services that have not received general pre-approval must be submitted to the Audit Committee for
specific pre-approval in accordance with its pre-approval policy, irrespective of the amount, and cannot commence until such approval
has been granted. Normally, pre-approval is considered at regularly scheduled meetings of the Audit Committee. However, the Audit
Committee may delegate pre-approval authority to one or more of its members. The member or members to whom such authority is delegated
must report any pre-approval decisions to the Audit Committee at its next scheduled meeting. The Audit Committee does not delegate
its responsibilities to pre-approve services performed by RSM US LLP to management. All of the audit and permitted non-audit services
described above for which RSM US LLP billed the Company for the fiscal years ended December 31, 2016 and 2015 were pre-approved
by the Audit Committee



PART IV



Item 15. Exhibits and Financial Statement
Schedules



(a) The following
documents are filed as part of this Amendment:



1. The list of the
financial statements was previously filed with the Original Report.



2. Exhibits. The
exhibits filed with this Amendment are set forth in the Exhibit Index.



12







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.



|                   | FIRST CAPITAL INVESTMENT CORPORATION
|------------------ | ------------------------------------
|                   |                                     
|                   |                                     
|Dated: May 1, 2017 |                                     
|                   |                                     



13







EXHIBIT INDEX



|Number |  | Description                                                                                                                                                                                                                                                                                                                                            
|------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |  |                                                                                                                                                                                                                                                                                                                                                        
|3.1    |  | Articles of Amendment and Restatement of the Registrant dated March 4, 2015 (incorporated
    by reference to Exhibit (a)(1) to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-2 (File No. 333-202461),
    filed on May 4, 2015).                                                                                              
|       |  |                                                                                                                                                                                                                                                                                                                                                        
|3.2    |  | Article of Amendment of the Registrant, dated January 6, 2017 (incorporated by reference to
    Exhibit 3.1 to the Current Report on Form 8-K filed on January 6, 2017).                                                                                                                                                                               
|       |  |                                                                                                                                                                                                                                                                                                                                                        
|3.3    |  | Second Amended and Restated Bylaws of the Registrant dated (incorporated by reference to Exhibit
    (b) to Post-Effective Amendment No. 1 to the Registration Statement on Form N-2 (File No. 333-202461), filed on September
    18, 2015).                                                                                                          
|       |  |                                                                                                                                                                                                                                                                                                                                                        
|3.4    |  | Amendment No. 1 to the Second Amended and Restated Bylaws of the Registrant adopted September
    9, 2015 (incorporated by reference to Exhibit 3.3 to the Registrant’s Annual Report on Form 10-K for the Fiscal Year
    Ended December 31, 2015, filed on March 18, 2016).                                                                          
|       |  |                                                                                                                                                                                                                                                                                                                                                        
|3.5    |  | Amendment No. 2 to the Second Amended and Restated Bylaws of the Registrant adopted March
    31, 2017 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on April 6, 2017).                                                                                                                                            
|       |  |                                                                                                                                                                                                                                                                                                                                                        
|4.1    |  | Amended and Restated Distribution Reinvestment Plan of the Registrant (incorporated by reference
    to Exhibit (e)(1) to Post-Effective Amendment No. 3 to the Registration Statement on Form N-2 (File No. 333-202461), filed
    on February 10, 2017).                                                                                             
|       |  |                                                                                                                                                                                                                                                                                                                                                        
|10.1   |  | Investment Advisory and Administrative Services Agreement by and between the Registrant and
    FCIC Advisors LLC, dated March 5, 2015 (incorporated by reference to Exhibit (g)(1) to Pre-Effective Amendment No. 1 to the
    Registration Statement on Form N-2 (File No. 333-202461), filed on May 4, 2015).                                       
|       |  |                                                                                                                                                                                                                                                                                                                                                        
|10.2   |  | Amendment No. 1 to the Investment Advisory and Administrative Services Agreement by and between
    the Registrant and FCIC Advisors LLC, dated March 15, 2016 (incorporated by reference to Exhibit 10.8 to the Registrant’s
    Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2015, filed on March 18, 2016).                    
|       |  |                                                                                                                                                                                                                                                                                                                                                        
|10.3   |  | Amendment No. 2 to the Investment Advisory and Administrative Services Agreement by and between
    the Registrant and FCIC Advisors LLC, dated February 10, 2017 (incorporated by reference to Exhibit (g)(3) to Post-Effective
    Amendment No. 3 to the Registration Statement on Form N-2 (File No. 333-202461), filed on February 10, 2017).     
|       |  |                                                                                                                                                                                                                                                                                                                                                        
|10.4   |  | Letter Agreement between the Registrant and FCIC Advisors LLC, dated February 10, 2017 (incorporated
    by reference to Exhibit (g)(4) to Post-Effective Amendment No. 3 to the Registration Statement on Form N-2 (File No. 333-202461),
    filed on February 10, 2017).                                                                            
|       |  |                                                                                                                                                                                                                                                                                                                                                        
|10.5   |  | Interim Investment Advisory and Administrative Services Agreement by and between the Registrant
    and FCIC Advisors LLC, dated March 31, 2017 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed
    on April 6, 2017).                                                                                              
|       |  |                                                                                                                                                                                                                                                                                                                                                        
|10.6   |  | Form of Investment Advisory and Administrative Services Agreement by and between the Registrant
    and FCIC Advisors LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on April 6, 2017).                                                                                                                        
|       |  |                                                                                                                                                                                                                                                                                                                                                        
|10.7   |  | Amended and Restated Dealer Manager Agreement by and among the Registrant, Freedom Capital
    Investment Advisors LLC and Democracy Funding LLC, dated March 5, 2015 (incorporated by reference to Exhibit (h)(1) to Post-Effective
    Amendment No. 1 to the Registration Statement on Form N-2 (File No. 333-202461), filed on September 18, 2015).
|       |  |                                                                                                                                                                                                                                                                                                                                                        
|10.8   |  | Form of Selected Dealer Agreement (Included as Appendix A to the Dealer Manager Agreement
    (incorporated by reference to Exhibit (k)(7) to Post-Effective Amendment No. 3 to the Registration Statement on Form N-2 (File
    No. 333-202461), filed on February 10, 2017).                                                                         
|       |  |                                                                                                                                                                                                                                                                                                                                                        
|10.9   |  | Custody Agreement by and between Millennium Trust Company and the Registrant, dated February
    10, 2017 (incorporated by reference to Exhibit (h)(2) to Post-Effective Amendment No. 3 to the Registration Statement on Form
    N-2 (File No. 333-202461), filed on February 10, 2017                                                               
|       |  |                                                                                                                                                                                                                                                                                                                                                        
|10.10  |  | Amended and Restated Expense Support and Conditional Reimbursement Agreement by and between
    the Registrant and FCIC Advisors LLC, dated November 9, 2016 (incorporated by reference to Exhibit 10.1 to the Current Report
    on Form 8-K filed on November 16, 2016).                                                                             











|14.1   |  | Code of Ethics of the Registrant (incorporated by reference to Exhibit (r)(1)
    to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-2 (File No. 333-202461), filed on May 4, 2015).          
|------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |  |                                                                                                                                                                                                                     
|14.2   |  | Code of Ethics of FCIC Advisors LLC  (incorporated by reference to Exhibit (r)(2)
    to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-2 (File No. 333-202461), filed on May 4, 2015).      
|       |  |                                                                                                                                                                                                                     
|31.1** |  | Certification of Chief Executive Officer pursuant to Rule 13a-14 under the Securities Exchange
    Act of 1934, as amended.                                                                                         
|       |  |                                                                                                                                                                                                                     
|31.2** |  | Certification of Chief Financial Officer pursuant to Rule 13a-14 under the Securities Exchange
    Act of 1934, as amended.                                                                                         
|       |  |                                                                                                                                                                                                                     
|31.3*  |  | Certification of Chief Executive Officer pursuant to Rule 13a-14 under the Securities Exchange
    Act of 1934, as amended.                                                                                         
|       |  |                                                                                                                                                                                                                     
|31.4*  |  | Certification of Chief Financial Officer pursuant to Rule 13a-14 under the Securities
    Exchange     Act of 1934, as amended.                                                                                     
|       |  |                                                                                                                                                                                                                     
|32.1** |  | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 1350,
    Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.










| | * | Filed herewith.
| | - | ---------------



| | ** | Previously filed or furnished, as the case may be, with the Original
                                         Report, originally filed with the SEC on April 14, 2017, which is being amended hereby.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------