Horizon Technology Finance Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, 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 is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

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. ☐

 

 

   

 

Section 1         Registrant’s Business and Operations

Item 1.01          Entry into a Material Definitive Agreement

 

On December 11, 2025, Horizon Technology Finance Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) by and among the Company, Horizon Technology Finance Management LLC and Oppenheimer & Co. Inc. in connection with the issuance and sale of $57.5 million aggregate principal amount of the Company’s 7.00% Notes due 2028 (the “Offering”). The closing of the Offering is expected to occur on December 15, 2025, subject to customary closing conditions. The Company intends to use the net proceeds from the Offering to repay indebtedness, including the repayment of the Company’s 4.875% Notes due 2028, and for general corporate purposes.

 

The Offering was made pursuant to the Company’s effective shelf registration statement on Form N-2 (Registration No. 333-278396) which was declared effective by the Securities and Exchange Commission on June 20, 2024 and which was supplemented by a prospectus supplement dated December 11, 2025. This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

 

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated by reference herein.

 

The information set forth under Item 1.01 is hereby incorporated by reference into this Item 2.03.

 

Section 9         Financial Statements and Exhibits

Item 9.01          Financial Statements and Exhibits

 

(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.