HORIZON TECHNOLOGY FINANCE CORPORATION (NASDAQ:HRZN) Files An 8-K Other Events
Item 8.01
On August 2, 2019, Horizon Technology Finance Corporation (“Horizon”) filed with the Securities and Exchange Commission (“SEC”) a prospectus supplement (the “Prospectus Supplement”), to which Horizon may, but has no obligation to, issue and sell up to $50,000,000 worth of its common stock, par value $0.001 per share (the “Shares”), in amounts and at times to be determined by Horizon. Actual sales will depend on a variety of factors to be determined by Horizon from time to time, including, market conditions, the trading price of Horizon’s common stock and determinations by Horizon regarding appropriate sources of funding. Horizon intends to use substantially all of the net proceeds from this offering to make investments in development-stage companies in accordance with its investment objective and strategies and for general corporate purposes described in the Prospectus Supplement, the accompanying prospectus, and the documents incorporated by reference therein. Horizon may also use a portion of the net proceeds to reduce any of its outstanding borrowings. Pending such uses, Horizon intends to invest the net proceeds of the offering primarily in high quality, short-term investments consistent with its business development company election and its election to be taxed as a RIC.
In connection with the offering, Horizon entered into an at the market issuance sales agreement dated August 2, 2019, (the “Equity Distribution Agreement”), with Goldman Sachs & Co. LLC and B. Riley FBR, Inc. (each a “Sales Agent” and, collectively, the “Sales Agents”). The Equity Distribution Agreement provides that Horizon may offer and sell the Shares from time to time through the Sales Agents. Under the Equity Distribution Agreement, sales of the Shares, if any, may be made in negotiated transactions or transactions that are deemed to be “at the market,” as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made directly on the Nasdaq or a similar securities exchange or sales made to or through a market maker other than on an exchange, at prices related to the prevailing market prices or at negotiated prices. The Sales Agents will receive a commission from Horizon equal to up to 1.75% of the gross sales price of any Shares sold under the Equity Distribution Agreement. The Equity Distribution Agreement contains customary representations, warranties and agreements, conditions to closing, indemnification rights and obligations of the parties and termination provisions.
This description of the Equity Distribution Agreement is not complete and is qualified in its entirety by reference to the full text of the Equity Distribution Agreement, a form of which is attached hereto as Exhibit 1.1 and is incorporated herein by reference.
The offering will be made to the Prospectus Supplement and a related prospectus dated August 2, 2019, included in Horizon’s effective shelf registration statement that was filed with the SEC (File No. 333-225698) on June 24, 2019.
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.
(d) Exhibits