Item 8.01             Other Events.

On July 30, 2020, 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 $100,000,000 worth of its common stock, par value $0.01 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 debt securities 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 July 30, 2020, (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 1.0% 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 June 24, 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.

Item 9.01             Financial Statements and Exhibits.

(d) Exhibits

1.1 Form of Equity Distribution Agreement
5.1 Opinion of Dechert LLP, dated July 30, 2020
23.1 Consent of Dechert LLP (included in Exhibit 5.1)

Horizon Technology Finance Corp Exhibit
EX-1.1 2 tm2026088d1_ex1-1.htm EXHIBIT 1.1   Exhibit 1.1   HORIZON TECHNOLOGY FINANCE CORPORATION   Common Stock (par value $0.001 per share)   At Market Issuance Sales Agreement   July 30,…
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Horizon Technology Finance Corporation is an externally managed, closed-end, non-diversified management investment company. The Company’s investment objective is to generate current income from the debt investments it makes and capital appreciation from the warrants it receives when making such debt investments. The Company operates through lending and investment segment. The Company operates as a specialty finance company. It lends to and invests in development-stage companies in the technology, life science, healthcare information and services and cleantech industries (collectively Target Industries). The Company is focused on making secured debt investments (Venture Loans) to venture capital backed companies in its Target Industries. It also provides Venture Loans to publicly traded companies in its Target Industries. Its debt investment portfolio consists of approximately 50 debt investments. Horizon Technology Finance Management LLC is the investment advisor of the Company.

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