Entry into a Material Definitive Agreement · Completion of Acquisition or Disposition of Assets · Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Regulation FD Disclosure
Item 1.01. Entry Into a Material Definitive Agreement. On April 14, 2026, in connection with the completion of the Mergers, the Company and HRZN Advisor entered into a Letter Agreement (the “Letter Agreement”), pursuant to which HRZN Advisor agreed to waive an aggregate of $4.0 million in Base Management Fees and/or Incentive Fees (each as defined in the Investment Management Agreement (as defined…
Horizon Technology Finance Corporation (NASDAQ: HRZN) is a leading specialty finance company that provides secured loans to venture capital-backed companies in the technology, life-science, healthcare information & services, and sustainability industries. Horizon is externally managed by Horizon Technology Finance Management LLC, an affiliate of Monroe Capital LLC.
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Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01. Entry Into a Material Definitive Agreement.
On April 14, 2026, in connection with the completion of the Mergers, the Company and HRZN Advisor entered into a Letter Agreement (the “Letter
Agreement”), pursuant to which HRZN Advisor agreed to waive an aggregate of $4.0 million in Base Management Fees and/or Incentive Fees (each as defined in the Investment Management Agreement (as defined below)) due and payable to HRZN Advisor
pursuant to the terms of the Investment Management Agreement, dated as of March 31, 2025, by and between HRZN Advisor and the Company (the “Investment Management Agreement”) at the rate of $1.0 million per fiscal quarter commencing with the quarter
ending September 30, 2026 (the “Fee Waiver”). The Fee Waiver will be in effect until the end of the fiscal quarter ending June 30, 2027 and, for each applicable fiscal quarter, will not exceed the total amount of Base Management Fees and Incentive
Fees earned by HRZN Advisor during such fiscal quarter.
The foregoing description of the Letter Agreement is a summary only and is qualified in its entirety by reference to the full text of the Letter
Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 2.01Item 2.01 - Completion of Acquisition
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note above is incorporated by reference into this Item 2.01.
Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
Resignation of Certain Directors
On April 13, 2026, each of James Bottiglieri, Edward Mahoney, Robert Pomeroy, Elaine Sarsynski and Joseph Savage submitted their resignations from
the Company’s Board of Directors (the “Board”), effective as of the Effective Time. Immediately thereafter, pursuant to Board approval, the size of the Board was reduced to four directors. Messrs. Bottiglieri, Mahoney, Pomeroy and Savage’s and Ms.
Sarsynski’s resignations were not a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
2
Appointment of Thomas Allison to the Board
Effective upon the closing of the Mergers, Thomas J. Allison’s election to the Board, to serve as a Class I director of the Company until the 2026
annual meeting of the Company’s stockholders or until his successor is duly elected and qualified, in accordance with the requirements of Section 16(b) of the 1940 Act and the Company’s ongoing compliance with Section 15(f) of the 1940 Act, became
effective. Mr. Allison was previously elected to serve on the Board, subject to the closing of the Mergers, by the Company’s stockholders at its special meeting of stockholders held on March 13, 2026.
The Nominating and Corporate Governance Committee of the Board has determined that Mr. Allison is not an “interested person,” as defined in Section
2(a)(19) of the 1940 Act, of the Company, is an “independent director” as defined in Rule 5602(a)(2) of the Nasdaq listing rules and meets the independence requirements of Section 10A of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”). The Company expects that Mr. Allison will be appointed to serve on each standing committee of the Board.
The appointment of Mr. Allison was made pursuant to the requirements of the Merger Agreement but was not otherwise made pursuant to any arrangement
or understanding between Mr. Allison and any other person. Further, with regard to Mr. Allison, there are no transactions since the beginning of the Company’s last fiscal year, or any currently proposed transaction, in which the Company is a
participant that would require disclosure under Item 404(a) of Regulation S-K promulgated by the SEC. For more information regarding Mr. Allison and his appointment to the Board, see the Company’s prospectus and combined joint proxy statement with
MRCC, dated January 16, 2026 (as amended and supplemented, the “Joint Proxy Statement”), which was previously filed with the Securities and Exchange Commission (the “SEC”) as part of the Company’s registration statement on Form N-14 (File No.
333-290114) (as amended, the “Form N-14 Registration Statement”).
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure.
In connection with the closing of the Mergers, the Closing HRZN Net Asset Value (as defined in the Merger Agreement) as of April 11, 2026 was
estimated to be $6.91, and the Closing MRCC Net Asset Value (as defined in the Merger Agreement) as of April 11, 2026 was estimated to be $6.50.
The Closing HRZN Net Asset Value and the Closing MRCC Net Asset Value determinations described in this Current Report on Form 8-K were made pursuant
to the requirements of, and solely for the purposes of, the Merger Agreement. The Closing HRZN Net Asset Value and the Closing MRCC Net Asset Value were not reviewed or approved for purposes of financial statement preparation or as part of a
comprehensive statement of the Company’s or MRCC’s financial results. The Closing HRZN Net Asset Value of the HRZN Common Stock as of April 11, 2026 may not be indicative of the actual net asset value per share of the Company’s common stock as of
December 31, 2025 or March 31, 2026.
On April 14, 2026, the Company issued a press release announcing, among other things, the completion of the Mergers. A copy of the press release is
furnished herewith as Exhibit 99.1.
The information contained in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, is being furnished and
shall not be deemed “filed” for any purpose of Section 18 of the Exchange Act, or otherwise subject to the liabilities of such Section and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Filed exhibits (1)
EX-99.1 (by filename) ef20070439_ex99-1.htm
EX-99.1
3
ef20070439_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
Horizon Technology Finance Corporation Closes
Merger with Monroe Capital Corporation
Farmington, Connecticut - April 14, 2026 - Horizon Technology Finance
Corporation (NASDAQ: HRZN) (“Horizon” or the “Company”) announced today the closing of the previously announced merger of Monroe Capital Corporation (NASDAQ: MRCC) (“MRCC”) with and into Horizon, with Horizon remaining as the surviving company. The
combined company, which remains externally managed by Horizon Technology Finance Management LLC (“HTFM”), will have approximately $471.7 million of net assets on a pro forma basis immediately following closing, including approximately $141.1
million in cash received in connection with the merger. As stated in the Company’s proxy statement, the Company intends to use such cash to repay a portion of its outstanding indebtedness and to make investments in accordance with its investment
objective and strategies.
“We are excited to complete our merger with MRCC and launch a new chapter of the Horizon story,” said Mike Balkin, Chief Executive Officer of Horizon. “Strengthened by
the added capital resources from the MRCC merger…