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): July 5, 2023
HORIZON TECHNOLOGY FINANCE CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware | | 814-00802 | | 27-2114934 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
312 Farmington Avenue
Farmington, CT 06032
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (860) 676-8654
Check the appropriate box below if the Form 8-K 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) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Title of each class | | Ticker symbol(s) | | Name of each exchange on which registered |
| Common Stock, par value $0.001 per share | | HRZN | | The Nasdaq Stock Market LLC |
| 4.875% Notes due 2026 | | HTFB | | The New York Stock Exchange |
| 6.25% Notes due 2027 | | HTFC | | The New York Stock Exchange |
| Section 1 | Registrant’s Business and Operations |
Item 1.01 | Entry into a Material Definitive Agreement |
On June 30, 2023, a new Investment Management Agreement (the “Advisory Agreement”) by and between Horizon Technology Finance Corporation (the “Company”) and its registered investment adviser, Horizon Technology Finance Management LLC (the “Advisor”), became effective. The stockholders of the Company, at a meeting of stockholders of the Company convened on May 25, 2023 and reconvened on June 28, 2023, previously approved the Advisory Agreement to become effective upon a change of control of the Advisor.
The Advisory Agreement is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.
| Section 8 | Other Events |
Item 8.01 | Other Events |
At the reconvened annual meeting of stockholders of the Company held on June 28, 2023, the stockholders of the Company approved a new Advisory Agreement with the Advisor, effective upon the closing of the acquisition of the Advisor (the “Acquisition”) by MCH Holdco LLC, an affiliate of Monroe Capital LLC (“Monroe”). On June 30, 2023, Monroe completed the Acquisition and the new Advisory Agreement became effective. On July 5, 2023, Monroe and the Advisor announced the completion of the Acquisition.
The full text of the press release of Monroe and the Advisor making this announcement is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
| Section 9 | Financial Statements and Exhibits |
Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
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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.
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| Date: July 5, 2023 | HORIZON TECHNOLOGY FINANCE CORPORATION | |
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| | By: | /s/ Robert D. Pomeroy, Jr. | |
| | | Robert D. Pomeroy, Jr. | |
| | | Chief Executive Officer | |
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