UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~October~~ 2December 11, 2023

SL Investment Corp.

(Exact name of registrant as specified in its charter)

Delaware

~~814-01366~~

~~85-3472615~~

814-01366

85-3472615

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification Number)

(State or other jurisdictionof incorporation)

(CommissionFile Number)

(IRS EmployerIdentification Number)

1585 Broadway New York, NY

10036

1585 Broadway

(Address of principal executive offices)

(Zip Code)

New York, NY

10036

(Address of principal executive offices)

(Zip Code)

1 (212) 761-4000

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

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

Emerging growth company 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 ☒

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~October~~ 2December 11, 2023, ~~Venugopal Rathi notified~~ the Board of Directors (the “Board”) of SL Investment Corp. (the “Company”) of ~~his~~appointed ~~resignation~~David asPessah, ~~the~~age ~~Company’s~~38, as Chief Financial Officer ~~in order to pursue other professional opportunities. Mr. Rathi’s resignation was effective as~~ of the ~~close~~Company ofeffective ~~business on October 2, 2023~~immediately. ~~Mr. Rathi’s resignation is not a result of any disagreement with the Company.~~

~~On October~~Orit 2Mizrachi, ~~2023,~~who ~~the~~has ~~Board~~served ~~appointed~~as ~~Orit Mizrachi,~~ the Company’s interim Chief ~~Operating~~Financial Officer since October 2, as2023, ~~interim~~relinquished ~~Chief~~such ~~Financial~~position ~~Officer~~effective of upon Mr. Pessah’s appointment. Ms. Mizrachi continues to serve as the Company’s ~~effective~~Chief ~~October~~Operating ~~2, 2023~~Officer.

~~Ms. Mizrachi~~David Pessah was also appointed as the ~~Company’s~~ Chief ~~Operating~~Financial Officer infor ~~October~~each ~~2019.~~of ~~Ms.~~Morgan ~~Mizrachi~~Stanley ~~also~~Direct ~~serves~~Lending inFund, ~~the~~T ~~same~~Series ~~capacity~~Middle ~~for each~~Market ofLoan ~~the~~Fund ~~other~~LLC, ~~business~~North ~~development~~Haven ~~companies~~Private ~~(“BDCs”)~~Income ~~managed~~Fund byLLC, MSNorth ~~Capital~~Haven ~~Partners~~Private ~~Advisers~~Income Fund A LLC, ~~Inc.~~and ~~Ms.~~LGAM ~~Mizrachi~~Private ~~has~~Credit ~~been~~ LLC, each a ~~Managing~~business ~~Director~~development ofcompany ~~Morgan~~that ~~Stanley~~has ~~Investment~~the ~~Management~~same ~~(“IM”)~~investment ~~since~~adviser ~~January~~as the Company, effective as of December 11, 2023. Mr. ~~and~~Pessah ~~previously~~has ~~served~~been asa anManaging ~~Executive~~ Director of IMMorgan ~~from~~Stanley ~~April~~Investment ~~2019~~Management tosince December ~~2022~~2023. Prior to joining Morgan Stanley ~~in April 2019~~, MsMr. ~~Mizrachi~~Pessah held various ~~senior~~ positions at ~~The~~Goldman ~~Carlyle~~Sachs ~~Group~~ from September 2010 to ~~2018~~November 2023, ~~including~~most recently as the Chief ~~Operating~~Financial Officer, ofTreasurer ~~the direct lending platform~~ and ~~The Carlyle Group’s BDCs as well as serving as interim~~ Chief ~~Financial~~Accounting Officer of ~~The~~its ~~Carlyle~~business ~~Group's~~development ~~BDCs~~company ~~from~~complex ~~September~~within ~~2014~~Goldman ~~through~~Sachs’ ~~March~~Private ~~2015~~Credit group. Mr. ~~Prior~~Pessah ~~to joining~~started ~~The~~his ~~Carlyle~~career ~~Group~~ in ~~2010,~~September ~~Ms.~~2007 ~~Mizrachi~~at ~~worked~~Ernst in& ~~the~~Young ~~hedge~~LLP ~~fund~~as ~~industry~~an asauditor ain ~~chief~~their financial ~~officer~~services ~~and controller~~group. Ms Mr. ~~Mizrachi started~~Pessah ~~her~~received ~~career~~his inBachelor ~~public~~of ~~accounting~~Science asin anAccounting ~~auditor.~~from ~~Ms.~~the ~~Mizrachi~~University ~~has~~of aDelaware ~~Bachelor~~and ofhis ~~Science~~MBA in ~~Accounting~~Finance from Baruch College.

MsMr. ~~Mizrachi~~ Pessah has no family relationships with any current director, executive officer, or person nominated to become a director or executive officer of the Company, and there are no transactions or proposed transactions to which the Company is a party, or intended to be a party, in which MsMr. ~~Mizrachi~~Pessah has, or will have, a material interest that are subject to disclosure under Item 404(a) of Regulation S-K.

SIGNATURE

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

Dated: October 2, 2023	SL INVESTMENT CORP.
Dated: December 11, 2023			SL INVESTMENT CORP.
	~~By:~~	~~/s/ Orit Mizrachi~~	By:	/s/ Orit Mizrachi
		~~Orit Mizrachi~~		Orit Mizrachi
		Chief Operating Officer & Interim Chief Financial Officer
				Chief Operating Officer

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