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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): August 7, 2025
MONROE CAPITAL CORPORATION
(Exact name of Registrant as Specified in Its
Charter)
| maryland |
|
814-00866 |
|
27-4895840 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
311 South Wacker Drive, Suite 6400, Chicago,
IL 60606
(Address of Principal Executive Offices) (Zip
Code)
Registrant’s telephone number, including
area code: (312) 258-8300
(Former Name or Former Address, if Changed Since
Last Report)
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 (see
General Instruction A.2. below):
| x |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol |
Name of each exchange on which registered |
| Common Stock, par value $0.001 per share |
MRCC |
The Nasdaq Global Select Market |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b- 2 of the Securities Exchange Act of 1934.
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. ¨
| Item 2.02. | Results
of Operations and Financial Condition. |
On August 7, 2025, Monroe Capital
Corporation (“MRCC”) and Horizon Technology Finance Corporation, a Delaware corporation (“HRZN”), provided a joint
investor presentation in connection with the transactions described in Item 7.01 of this Current Report on Form 8-K, which presentation
includes certain preliminary estimates of MRCC’s financial condition and results of operations for its second quarter ended June
30, 2025. A copy of the investor presentation is furnished herewith as Exhibit 99.2 and is incorporated herein by reference.
The preliminary estimates of
MRCC’s second quarter 2025 financial information and results furnished in the joint investor presentation furnished herewith as
Exhibit 99.2 are based on MRCC management’s preliminary determinations and current expectations, and such information is inherently
uncertain. The preliminary estimates provided in the joint investor presentation furnished herewith as Exhibit 99.2 have been prepared
by, and are the responsibility of, management and are subject to completion of MRCC’s customary quarter-end closing and review procedures
and third-party review, including the determination of the fair value of MRCC’s portfolio investments. As a result, actual results
could differ materially from the current preliminary estimates based on adjustments made during MRCC’s quarter-end closing and review
procedures and third-party review, and MRCC’s reported information in its Quarterly Report on Form 10-Q for the quarter ended June 30,
2025 may differ from this information, and any such differences may be material. In addition, the preliminary information furnished in
the presentation does not include all of the information regarding MRCC’s financial condition and results of operations for the
quarter ended June 30, 2025 that may be important to investors. As a result, investors are cautioned not to place undue reliance
on the information furnished in this communication and should view this information in the context of MRCC’s full second quarter
2025 results when such results are disclosed by MRCC in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025. The
information furnished in the joint investor presentation furnished herewith as Exhibit 99.2 is based on MRCC management’s current
expectations that involve substantial risks and uncertainties that could cause actual results to differ materially from the results expressed
in, or implied by, such information.
The information disclosed under
this Item 2.02, including Exhibit 99.2 hereto, is being “furnished” and is not deemed “filed” by MRCC for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that Section, nor is it deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities
Act”), or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
| Item 7.01. |
Regulation FD Disclosure. |
On
August 7, 2025, MRCC and HRZN issued a joint press release announcing, among other things, (i) MRCC’s and HRZN’s entry into
an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which MRCC will merge with and into HRZN in a
two-step merger transaction, with HRZN continuing as the surviving company (the “Merger”), and (ii) MRCC’s entry into
an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Monroe Capital Income Plus Corporation, a Maryland corporation
(“MCIP”), pursuant to which MCIP will acquire substantially all of the assets of MRCC at fair value, as determined shortly
before the closing of the transaction, for cash (the “Asset Sale”). The Merger is structured as a NAV-for-NAV share exchange,
whereby shareholders of MRCC common stock will receive a number of shares of HRZN common stock equal to the NAV of the shares of MRCC
common stock they hold, as determined shortly before closing of the Merger and giving effect to the Asset Sale. The parties to the Merger
Agreement intend the Merger to be treated as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue
Code of 1986, as amended. Each of the Merger and the Asset Sale is subject to the satisfaction or waiver of certain closing conditions,
including, without limitation, the required shareholder approvals and, with respect to the Merger, the consummation of the Asset Sale
immediately prior to the Merger and, with respect to the Asset Sale, the satisfaction or waiver of the closing conditions in the Merger
Agreement. The full text of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
On August 7, 2025, MRCC and
HRZN provided a joint investor presentation in connection with the above-described transactions, which presentation will be referenced
on a joint conference call to be held by MRCC and HRZN at 5:00 p.m., ET on August 7, 2025. A copy of the investor presentation is furnished
herewith as Exhibit 99.2 and is incorporated herein by reference.
The information disclosed under this Item 7.01,
including Exhibits 99.1 and 99.2 hereto, is being “furnished” and is not deemed “filed” by MRCC for purposes of
Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section, nor is it deemed incorporated by reference into
any filing under the Securities Act or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
| 99.1 | Joint Press Release, dated August 7, 2025 |
| 99.2 | Joint Investor Presentation, dated August 7, 2025 |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Monroe Capital Corporation has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
| |
MONROE CAPITAL CORPORATION |
| |
|
| Date: August 7, 2025 |
By: |
/s/ Lewis W. Solimene, Jr. |
| |
Name: |
Lewis W. Solimene, Jr. |
| |
Title: |
Chief Financial Officer and Chief Investment Officer |
