SEC Form DEFR14A filed by Horizon Technology Finance Corporation

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment)

Filed by the Registrant ☑

Filed by a Party other than the Registrant ☐

Check the appropriate box:

Horizon Technology Finance Corporation

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

HORIZON TECHNOLOGY FINANCE CORPORATION
312 Farmington Avenue
Farmington, Connecticut 06032
(860) 676-8654

AMENDMENT TO

PROXY STATEMENT
For
2025 Annual Meeting of Stockholders
To Be Held on June 5, 2025

EXPLANATORY NOTE

On April 17, 2025, Horizon Technology Finance Corporation (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) a definitive proxy statement on Schedule 14A for its 2025 Annual Meeting of Stockholders (the “Proxy Statement”). This Amendment to Proxy Statement on Schedule 14A (this “Amendment”) is being filed to amend the Proxy Statement for the 2025 Annual Meeting of Stockholders to update the disclosures provided in “PROPOSAL 1: ELECTION OF DIRECTORS” beginning on page 6 of the Proxy Statement. This Amendment should be read in conjunction with the disclosures contained in the Proxy Statement, which should be read in its entirety. To the extent that the information set forth herein differs from or updates information contained in the Proxy Statement, the information set forth herein shall supersede or supplement the information in the Proxy Statement. All page references are to pages in the Proxy Statement, and terms used below, unless otherwise defined in this Amendment, have the meanings set forth in the Proxy Statement. Except as described above, no changes have been made to the Proxy Statement, and this Amendment does not modify, amend or update any of the other information contained in the Proxy Statement. For clarity, new text within the restated disclosure from the Proxy Statement is presented in bold and underlined text and deletions to the previous disclosure are presented in strikethrough.

As of the date hereof, the Company has received stockholder votes on Proposal 1 and Proposal 2. Unless stockholders who have already voted on Proposal 1 and Proposal 2 revoke their existing proxy and submit a new proxy, all such stockholder votes received as of the date of this Amendment on Proposal 1 and Proposal 2 will be unaffected by this Amendment. All stockholders are entitled and encouraged to revoke any existing proxy and resubmit voting instructions. The Board of Directors of the Company, including the Independent Directors, unanimously recommends that all stockholders vote “FOR” each of the proposals, including the election of the nominees for director in the Proxy Statement, as amended. The election of a director requires a plurality of the votes cast at the 2025 Annual Meeting of Stockholders. Because a director is elected by a plurality of the votes cast at the 2025 Annual Meeting of Stockholders, votes to withhold authority will have no effect on Proposal 1 or Proposal 2.

You may revoke your existing proxy by (1) delivering a written revocation notice that is received prior to the 2025 Annual Meeting of Stockholders to the Secretary of Horizon Technology Finance Corporation at 312 Farmington Avenue, Farmington, CT 06032; (2) resubmitting voting instructions via the Internet voting site; (3) obtaining, properly completing and submitting another proxy card that is dated later than the original proxy card and is received before the conclusion of voting at the 2025 Annual Meeting of Stockholders; (4) resubmitting voting instructions by calling the telephone number on your proxy card; or (5) attending the 2025 Annual Meeting of Stockholders and voting in person. If your shares are held in “street name” by your broker, bank or other nominee, you must follow the instructions you receive from such nominee in order to revoke your voting instructions. Attending the 2025 Annual Meeting of Stockholders does not revoke your proxy unless you also vote or submit a later-dated proxy at the 2025 Annual Meeting of Stockholders.

Supplemental Disclosures.

The following disclosure revises the disclosure in the Proxy Statement under the heading “PROPOSAL 1: ELECTION OF DIRECTORS” and is supplemented as follows:

PROPOSAL 1: ELECTION OF DIRECTORS

In accordance with the Company’s certificate of incorporation and bylaws, the Board currently has eight directors. Directors are divided into three classes with each class serving staggered three-year terms. At each annual meeting of stockholders, the successors to the class of directors whose terms expire at such meeting will be elected to hold office for a term expiring at the annual meeting of stockholders held in the third year following their year of election. After this election, the terms of Class I, Class II and Class III directors will expire at the annual meeting of stockholders to be held in 2026, 2027 and 2028, respectively. Each director will hold office for the term to which he or she is elected or until his or her successor is duly elected and qualified. Mr. Bottiglieri and Mr. Michaud are Class I directors, whose terms will expire at the 2026 annual meeting of stockholders.¹ Mr. Balkin, Mr. Mahoney and Ms. Sarsynski are Class II directors, whose terms will expire at the 2027 annual meeting of stockholders. Mr. Goodman, Mr. Pomeroy and Mr. Savage are Class III directors and are up for re-election at the Meeting. In addition, Ms. O’Connor is nominated to serve as a Class I director and is up for election at the Meeting.

. . .

¹ In accordance with the Retirement Policy (as defined below), subject to any extension or waiver approved by a majority of the Board, Mr. Bottiglieri is expected to tender his resignation as a director no later than December 31, 2025. Notwithstanding such tender, the Board may request that Mr. Bottiglieri continue to serve beyond such date.

As disclosed in the Current Report on Form 8-K filed on May 15, 2025, Mr. Michaud announced his retirement as President of the Company, effective as of June 5, 2025 immediately following the Meeting. He also announced his resignation as a director of the Company, effective as of June 5, 2025 immediately following the Meeting, in order to ensure compliance with Section 15(f) of the 1940 Act, which includes a requirement that at least 75% of the members of the Board not be “interested persons” (as defined in Section 2(a)(19) of the 1940 Act) of the Company following the consummation of change of control transactions involving the Advisor. In addition, Mr. Michaud will retire as President of the Advisor, effective as of June 5, 2025 immediately following the Meeting.

2

The following disclosure revises the disclosure in the Proxy Statement under the heading “PROPOSAL 1: ELECTION OF DIRECTORS—Information About the Nominees and Directors—Nominees for Class III Directors” and is supplemented as follows:

Nominees for Class III Directors

3

The following disclosure revises the disclosure in the Proxy Statement under the heading “PROPOSAL 1: ELECTION OF DIRECTORS—Information About the Nominees and Directors—Class I Directors” and is supplemented as follows:

Class I Directors

(continuing directors not up for re-election at the Meeting)

4

The following disclosure revises the disclosure in the Proxy Statement under the heading “PROPOSAL 1: ELECTION OF DIRECTORS—Information About the Nominees and Directors—Class II Directors” and is supplemented as follows:

Class II Directors

(continuing directors not up for re-election at the Meeting)