SEC Form POS EX filed by Horizon Technology Finance Corporation

As filed with the Securities and Exchange Commission on April 16, 2026

Registration No. 333-290114

---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-14

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Post-Effective Amendment No. 1 ☒

(Check appropriate box or boxes)

HORIZON TECHNOLOGY FINANCE CORPORATION

(Exact Name of Registrant as Specified in Charter)

312 Farmington Avenue

Farmington, CT 06032

(Address of Principal Executive Offices)

(860) 676-8654

(Area Code and Telephone Number)

Michael P. Balkin

Chief Executive Officer

Horizon Technology Finance Corporation

312 Farmington Avenue

Farmington, CT 06032

(860) 676-8654

(Name and Address of Agent for Service)

---

Copies to:

Thomas J. Friedmann, Esq.

Eric S. Siegel, Esq.

Clay Douglas, Esq.

Dechert LLP

One International Place, 40^th Floor

100 Oliver Street

Boston, MA 02110-2605

Telephone: (617) 728-7120

---

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 to the Registration Statement on Form N-14 (File No. 333-290114) of Horizon Technology Finance Corporation (as amended, the “Registration Statement”) is being filed solely for the purpose of updating an exhibit to the Registration Statement. Other than Item 16 of Part C of the Registration Statement, no changes have been made to the Registration Statement. Accordingly, this Post-Effective Amendment No. 1 consists only of the facing page, this explanatory note and Part C of the Registration Statement. The other contents of the Registration Statement are hereby incorporated by reference.

PART C

OTHER INFORMATION

Item 15.

Indemnification.

The indemnification of the HRZN’s officers and directors is governed by Section 145 of the DGCL, and HRZN’s certificate of incorporation and bylaws. Subsection (a) of Section 145 of the DGCL empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if (1) such person acted in good faith, (2) in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and (3) with respect to any criminal action or proceeding, such person had no reasonable cause to believe the person’s conduct was unlawful.

Subsection (b) of Section 145 of the DGCL empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner the person reasonably believed to be in, or not opposed to, the best interests of the corporation, and except that no indemnification may be made in respect of any claim, issue or matter as to which such person has been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court deems proper.

Section 145 of the DGCL further provides that to the extent that a present or former director or officer is successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145 of the DGCL, or in defense of any claim, issue or matter therein, such person will be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with such action, suit or proceeding. In all cases in which indemnification is permitted under subsections (a) and (b) of Section 145 of the DGCL (unless ordered by a court), it will be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the applicable standard of conduct has been met by the party to be indemnified. Such determination must be made, with respect to a person who is a director or officer at the time of such determination, (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion or (4) by the stockholders. The statute authorizes the corporation to pay expenses incurred by an officer or director in advance of the final disposition of a proceeding upon receipt of an undertaking by or on behalf of the person to whom the advance will be made, to repay the advances if it is ultimately determined that he or she was not entitled to indemnification. Section 145 of the DGCL also provides that indemnification and advancement of expenses permitted under such Section are not to be exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. Section 145 of the DGCL also authorizes the corporation to purchase and maintain liability insurance on behalf of its directors, officers, employees and agents regardless of whether the corporation would have the statutory power to indemnify such persons against the liabilities insured.

The HRZN Charter provides that HRZN’s directors will not be liable to HRZN or to HRZN stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the HRZN or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL or (iv) for any transaction from which the director derived an improper personal benefit. The HRZN Bylaws provide the same protections to HRZN’s officers, provided, however, such limitation on liability shall not otherwise be effective to protect any officer against liability to the Corporation or its stockholders to which such officer would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Director’s or officer’s office.

Under the HRZN Charter, HRZN fully indemnifies any person who was or is involved in any actual or threatened action, suit or proceeding by reason of the fact that such person is or was one of HRZN’s directors or officers. So long as HRZN is regulated under the 1940 Act, the above indemnification and limitation of liability is limited by the 1940 Act or by any valid rule, regulation or order of the SEC thereunder. The 1940 Act provides, among other things, that a company may not indemnify any director or officer against liability to it or its security holders to which he or she might otherwise be subject by reason of his or her willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office unless a determination is made by final decision of a court, by vote of a majority of a quorum of directors who are disinterested, non-party directors or by independent legal counsel that the liability for which indemnification is sought did not arise out of the foregoing conduct. The HRZN Bylaws further provide that HRZN may, to the extent authorized from time to time by the HRZN, provide rights to indemnification and to the advancement of expenses to employees and agents of HRZN and persons who are or were serving at the request of HRZN as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, similar to those conferred to HRZN’s directors and officers under the HRZN Bylaws.

HRZN has obtained liability insurance for its directors and officers. In addition, HRZN has entered into indemnification agreements with each of its directors and officers in order to effect the foregoing except to the extent that such indemnification would exceed the limitations on indemnification under Section 17(h) of the 1940 Act.

The HRZN Investment Management Agreement provides that the HRZN Advisor and its officers, managers, partners, agents, employees, controlling persons and any other person or entity affiliated with the HRZN Advisor shall not be liable to HRZN for any action taken or omitted to be taken by the HRZN Advisor in connection with the performance of any of its duties or obligations under the HRZN Investment Management Agreement or otherwise as an investment adviser to HRZN. The HRZN Investment Management Agreement also provides, subject to certain conditions, for indemnification by HRZN of the HRZN Advisor and its officers, managers, partners, agents, employees, controlling persons and any other person or entity affiliated with the HRZN Advisor for liabilities incurred by them in connection with their services to HRZN (including any liabilities associated with an action or suit by or in the right of HRZN or HRZN’s stockholders), but excluding liabilities for acts or omissions constituting willful misfeasance, bad faith or gross negligence or reckless disregard of their duties under the HRZN Investment Management Agreement.

The HRZN Administration Agreement provides that, absent willful misfeasance, bad faith or negligence in the performance of its duties or by reason of the reckless disregard of its duties and obligations, the HRZN Administrator and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with it are entitled to indemnification from HRZN for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) arising from the rendering of the HRZN Administrator’s services under the HRZN Administration Agreement or otherwise as administrator for HRZN.

HRZN’s equity distribution agreement, dated September 22, 2023 (the “HRZN Equity Distribution Agreement”), provides that HRZN will indemnify and hold harmless the sales agent parties thereto, including their partners, members, directors, officers, employees and agents and each person, if any, who controls any such sales agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against specified liabilities for actions taken in their capacity as such, including liabilities under the Securities Act. The HRZN Equity Distribution Agreement also provides that each sales agent thereto agrees to indemnify and hold harmless HRZN, its directors, its officers, each person, if any, who controls HRZN within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or who is controlled by or is under common control with HRZN, against certain specified liabilities.

Insofar as indemnification for liability arising under the Securities Act may be permitted to directors, officers and controlling persons of HRZN pursuant to the foregoing provisions, or otherwise, HRZN has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by HRZN of expenses incurred or paid by a director, officer or controlling person of HRZN in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, HRZN will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Item 16.

Exhibits.

 

*	Previously filed as an exhibit to the Registrant’s Registration Statement on Form N-14, filed on September 8, 2025.

**	Previously filed as an exhibit to Pre-Effective Amendment No. 1 to the Registrant's Registration Statement on Form N-14, filed on December 4, 2025.

***	Previously filed as an exhibit to Pre-Effective Amendment No. 2 to the Registrant's Registration Statement on Form N-14, filed on January 14, 2026.

^	Filed herewith.

Item 17.

Undertakings.

(1) The undersigned registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act, the reoffering prospectus will contain the information called for by the applicable registration form for the reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

(2) The undersigned registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.

(3) The undersigned registrant undertakes to file the opinion of counsel supporting the tax consequences of the proposed reorganization required by Item 16(12) of Form N-14 through an amendment to this registration statement within a reasonable time after receipt of such opinion.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on behalf of the registrant, in Farmington, Connecticut on the 16^th day of April, 2026.

As required by the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated:

The original power of attorney authorizing Daniel R. Trolio to execute this Registration Statement, and any amendments thereto, for each of Jonathan J. Goodman and Kimberly A. O’Connor was filed with this Registration Statement on September 8, 2025.

---