Horizon Techn SEC Filings

Horizon Technology Finance Corp (HRZN) filed its Q3 2025 10‑Q, highlighting capital structure and per‑share mechanics. For the nine months ended September 30, 2025, potential dilution from the 2031 Convertible Notes and the 2030 Convertible Notes was antidilutive, so no interest or incremental shares were included in per‑share calculations. The filing notes these convertible notes were not outstanding as of September 30, 2024.

The company’s per‑share figures reflect the impact of common stock issuances through its continuous public offering under the distribution reinvestment plan and from conversions of portions of the 2031 and 2030 Convertible Notes into common stock. Distributions are determined based on taxable income, which can differ from GAAP due to unrealized gains/losses and timing differences. The filing also references outstanding debt securities, including notes due 2026 and 2027, and clarifies that total return equals price change plus distributions over the period.

Horizon Technology Finance Corporation furnished an 8-K announcing it issued a press release with financial results for the three and nine months ended September 30, 2025. The press release is attached as Exhibit 99.1.

The information under Item 2.02, including Exhibit 99.1, is being furnished and is not deemed filed under the Exchange Act. The company’s listed securities include common stock (HRZN) on Nasdaq and notes due 2026 (HTFB) and 2027 (HTFC) on the NYSE.

Horizon Technology Finance Corporation sold $40,000,000 aggregate principal of 5.50% Convertible Notes due 2030 under an effective shelf, receiving approximately $36.6 million in net proceeds before expenses. Interest is 5.50% per annum, payable monthly beginning September 30, 2025. The notes mature September 4, 2030 and are unsecured obligations ranking pari passu with unsecured debt, junior to secured debt and structurally junior to subsidiary obligations. The company may redeem the notes at par on or after March 4, 2025. Holders may convert beginning October 4, 2025, with the conversion price equal to the greater of a five-day VWAP or the most recently reported net asset value per share; conversions are subject to a 4.99% aggregate ownership limit for certain adviser-related holders. The filing incorporates the Note Purchase Agreement as an exhibit.

Horizon Technology Finance Corporation entered a definitive Merger Agreement on August 7, 2025, to combine with Monroe Capital Corporation (MRCC) and separately agreed an Asset Purchase Agreement under which Monroe Capital Income Plus Corporation (MCIP) would acquire MRCC's investment assets and liabilities for cash. The transactions are structured so the Asset Sale will close immediately prior to the Merger and have been approved by the boards of both companies, including independent directors.

The filing states that, based on June 30, 2025 net asset values, HRZN would receive approximately $165 million in net cash proceeds and would issue roughly 24.6 million shares, producing a pro forma ownership split of 63.1% for current HRZN holders and 36.9% for MRCC holders. The agreements are subject to customary closing conditions, including stockholder approvals, and the company highlights termination, dilution, indemnification obligations and market-price variability as material risks.

Horizon Technology Finance Corporation (HRZN) entered into a Merger Agreement to combine Monroe Capital Corporation (MRCC) into HRZN through a two-step merger structure. At the Effective Time Merger Sub will merge into MRCC and MRCC will then merge into HRZN. The exchange will use an Exchange Ratio calculated from each party's per-share net asset value (NAV) as of a Determination Date no earlier than 48 hours prior to closing; fractional shares will not be issued and cash will be paid in lieu.

The boards of both companies, including independent directors and special committees, approved the agreement. Closing is expected in the fourth quarter of 2025 and is conditioned on stockholder approvals, effectiveness of HRZN's registration statement, required regulatory clearances including HSR, absence of legal impediments, accuracy of reps and covenants, and completion of a related Asset Sale. HRZN Advisor agreed to a $4.0 million fee waiver payable as $1.0 million per quarter for four quarters after closing, subject to a cap tied to fees earned. The agreement includes termination deadlines and potential termination fees (about $11.0 million and $5.4 million in specified scenarios). The transaction is structured to comply with Rule 17a-8 and is intended to qualify as a Section 368(a) reorganization.