Horizon Technology Finance Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits

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(Exact name of registrant as specified in its charter)

 

 

(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 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 (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. ☐

 

 

 

On March 31, 2025, Horizon Technology Finance Corporation (the “Company”) entered into a new investment management agreement (the “Investment Management Agreement”) with Horizon Technology Finance Management LLC, its registered investment adviser (the “Adviser”) in connection with the closing of a transaction pursuant to which Momentum US Bidco LLC, an affiliate of Wendel SE, acquired 75% of the outstanding equity interests of certain affiliates of Monroe Capital LLC, including but not limited to Monroe Capital Intermediate Holdings, LLC, the indirect parent company of the Adviser (the “Transaction”) (any such affiliate party to the Transaction, collectively, “Monroe”). The Investment Management Agreement was previously approved, subject to the closing of the Transaction, by the Company’s stockholders at a special meeting of stockholders held on February 21, 2025. The Transaction constituted a change of control of the Adviser which terminated the investment management agreement by and between the Company and the Adviser dated as of June 30, 2023 (the “Original Investment Management Agreement”).

 

The terms of the Investment Management Agreement, including the fee structure and services to be provided, are the same as the terms of the Original Investment Management Agreement, except for the date and term.

 

The foregoing description of the Investment Management Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Investment Management Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

 

 

On March 31, 2025, Monroe issued a press release announcing the closing of the Transaction pursuant to which Momentum US Bidco LLC, an affiliate of Wendel SE, acquired 75% of the outstanding equity interests of Monroe, including, indirectly, 75% of the equity interests of the Adviser.

 

The Adviser will continue to serve as investment adviser of the Company and provide investment advisory services to the Company. The Company will continue to be substantially managed by the officers who manage the Adviser.

 

The full text of the press release issued by Monroe is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference; provided, however, that information contained on any website referenced in Exhibit 99.1 is not incorporated by reference into this Current Report on Form 8-K.

 

The information disclosed under this Item 7.01, including the information set forth in Exhibit 99.1 hereto, is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise. The information set forth under this Item 7.01, including Exhibit 99.1, shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Exchange Act, except as otherwise expressly stated in any such filing.

 

 

(d) Exhibits.

   

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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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