Horizon Technology Finance Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

 

 

 

 

 

 

 

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code: (860) 676-8654

 

 

 

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:

 

 

 

 

 

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

 

 

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

 

☐ Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

 

On September 4, 2025, Horizon Technology Finance Corporation (the “Company”) entered into a note purchase agreement (the “Note Purchase Agreement”), by and among the Company and each purchaser named therein (the “Purchasers”), in connection with the issuance and sale of $40,000,000 aggregate principal amount of the Company’s 5.50% Convertible Notes due 2030 (the “Convertible Notes”), pursuant to an effective shelf registration statement on Form N-2 (File No. 333-278396), as amended, which was declared effective on June 20, 2024. The Company received net proceeds (before expenses) from the sale of the Convertible Notes of approximately $36.6 million. The Company intends to use the net proceeds from this offering for general corporate purposes, which may include paying down existing indebtedness.

 

The Convertible Notes mature on September 4, 2030 (the “Maturity Date”), unless earlier converted or repurchased in accordance with their terms. The Convertible Notes bear interest at a rate of 5.50% per annum, payable monthly in arrears on the last day of each calendar month, beginning on September 30, 2025.

 

The Convertible Notes will be direct unsecured obligations of the Company and will rank (i) equal in right of payment to the Company’s existing and future unsecured indebtedness that is not subordinated in right of payment to the Convertible Notes; (ii) senior in right of payment to the Company’s future indebtedness that is expressly subordinated in right of payment to the Convertible Notes; (iii) effectively junior in right of payment to the Company’s existing and future secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness; and (iv) structurally junior to all existing and future indebtedness and other obligations of any of the Company’s subsidiaries. No sinking fund is provided for the Convertible Notes.

 

At any time on or after March 4, 2025, at the Company’s sole option, the Company may redeem, from time to time, the Convertible Notes in whole or in part, out of funds legally available for such redemption, at 100% of the principal amount prepaid plus accrued but unpaid interest to but excluding the date of prepayment.

 

Each holder of a Convertible Note shall have the right, at such holder’s option, to convert all or a portion of any such Convertible Note, on or after October 4, 2025, the date that is thirty (30) days after the issuance of the Convertible Notes, and prior to the close of business on the business day immediately preceding the Maturity Date, once or more times per calendar month, into such number of shares of common stock (“Shares”) of the Company equal to the principal balance of the Convertible Note being converted on the conversion date plus the accrued but unpaid interest on the Convertible Note as of the conversion date, divided by the Conversion Price (defined below). The “Conversion Price” is the greater of (i) volume-weighted average closing sale price for the five trading days immediately prior to the relevant conversion date and (ii) the Company’s most recently reported net asset value per Share as of the business day immediately prior to the date of the notice of such exercise.

 

No holder of Convertible Notes may exercise its conversion right if upon conversion the holder would receive Shares that would cause funds and accounts managed by the investment adviser to such funds and accounts and any person controlled by the parent company of such investment adviser to beneficially own in the aggregate more than 4.99% of the Shares outstanding at such time.

 

The foregoing description of the Convertible Notes is a summary of the material terms of the Convertible Notes, does not purport to be complete summary and is qualified in its entirety by reference to the full text of the Note Purchase Agreement filed herewith as Exhibit 10.1 and incorporated by reference herein.

 

 

The Information included under Item 1.01 above regarding the Note Purchase Agreement is incorporated by reference into this Item 2.03.

 

 

 

The disclosure required by this Item 3.02 is contained in Item 1.01 of this Current Report on Form 8-K and is incorporated herein by reference.

 

 

(d) Exhibits

 

 

 

 

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.