UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 24, 2017
HORIZON TECHNOLOGY FINANCE CORPORATION
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
|(Commission File Number)||(I.R.S. Employer Identification No.)|
312 Farmington Avenue
Farmington, CT 06032
(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:
|¨||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|¨||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|¨||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|¨||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
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 8||Other Events|
|Item 8.01||Other Events|
On August 24, 2017, Horizon Technology Finance Corporation (the “Company”) announced that previously announced ex-dividend dates for the October 16, 2017, November 15, 2017 and December 15, 2017 distribution payment dates did not conform to Nasdaq Rule 11140(b)(1) which shortens the period between the ex-dividend date and the record date to shorten payment settlement cycles as part of a securities industry initiative. The corrected ex-dividend dates for the distributions payable in the fourth quarter of 2017 are set forth in the table below for all of the monthly distributions declared by the Company’s Board of Directors on July 28, 2017.
|Ex-Dividend Date||Record Date||Payment Date||Amount Per Share|
|September 19, 2017||September 20, 2017||October 16, 2017||$0.10|
|October 18, 2017||October 19, 2017||November 15, 2017||$0.10|
|November 17, 2017||November 20, 2017||December 15, 2017||$0.10|
A copy of the press release announcing such dividend is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
|Section 9||Financial Statements and Exhibits|
|Item 9.01||Financial Statements and Exhibits|
|99.1||Press release of the Company dated August 24, 2017.|
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.
|Date: August 24, 2017||HORIZON TECHNOLOGY FINANCE CORPORATION|
|By:||/s/ Robert D. Pomeroy, Jr.|
|Robert D. Pomeroy, Jr.|
|Chief Executive Officer|
|99.1||Press release of the Company dated August 24, 2017|
Horizon Technology Finance Conforms Ex-Dividend Dates for
Monthly Distributions Payable in October, November and December 2017
FARMINGTON, Conn., August 24, 2017 – Horizon Technology Finance Corporation (NASDAQ: HRZN) (“Horizon”) (“Company”), a leading specialty finance company that provides capital in the form of secured loans to venture capital backed companies in the technology, life science, healthcare information and services, and cleantech industries, previously announced that its Board of Directors declared monthly distributions of $0.10 per share for each of October, November and December 2017. The previously announced ex-dividend dates for the October 16, 2017, November 15, 2017 and December 15, 2017 distribution payment dates did not conform to Nasdaq Rule 11140(b)(1) which shortens the period between the ex-dividend date and the record date to shorten payment settlement cycles as part of a securities industry initiative. The corrected ex-dividend dates for the distributions payable in the fourth quarter of 2017 are set forth in the table below for all of the monthly distributions declared on July 28, 2017.
Monthly Distributions Declared in Third Quarter 2017
|Declared||Ex-Dividend Date||Record Date||Payment Date||Amount Per Share|
|July 28, 2017||September 19, 2017||September 20, 2017||October 16, 2017||$0.10|
|July 28, 2017||October 18, 2017||October 19, 2017||November 15, 2017||$0.10|
|July 28, 2017||November 17, 2017||November 20, 2017||December 15, 2017||$0.10|
When declaring distributions, the Horizon board of directors reviews estimates of taxable income available for distribution, which may differ from consolidated net income under generally accepted accounting principles due to (i) changes in unrealized appreciation and depreciation, (ii) temporary and permanent differences in income and expense recognition, and (iii) the amount of spillover income carried over from a given year for distribution in the following year. The final determination of taxable income for each tax year, as well as the tax attributes for distributions in such tax year, will be made after the close of the tax year.
Horizon maintains a “Dividend Reinvestment Plan” (“DRIP”) that provides for the reinvestment of distributions on behalf of its stockholders, unless a stockholder has elected to receive distributions in cash. As a result, if Horizon declares a distribution, its stockholders who have not "opted out" of the DRIP by the distribution record date will have their distribution automatically reinvested into additional shares of Horizon’s common stock. Horizon has the option to satisfy the share requirements of the DRIP through the issuance of new shares of common stock or through open market purchases of common stock by the DRIP plan administrator. Newly-issued shares will be valued based upon the final closing price of Horizon’s common stock on a specified valuation date for each distribution as determined by Horizon’s board of directors. Shares purchased in the open market to satisfy the DRIP requirements will be valued based upon the average price of the applicable shares purchased by the DRIP plan administrator, before any associated brokerage or other costs, which are borne by Horizon.
About Horizon Technology Finance
Horizon Technology Finance Corporation is a leading specialty finance company that provides capital in the form of secured loans to venture capital backed companies in the technology, life science, healthcare information and services, and cleantech industries. The investment objective of Horizon is to maximize its investment portfolio's return by generating current income from the debt investments it makes and capital appreciation from the warrants it receives when making such debt investments. Headquartered in Farmington, Connecticut, Horizon has regional offices in Pleasanton, California, Reston, Virginia and Boston, Massachusetts. Horizon's common stock trades on the NASDAQ Global Select Market under the ticker symbol “HRZN”. To learn more, please visit www.horizontechfinance.com .
Statements included herein may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Statements other than statements of historical facts included in this press release may constitute forward-looking statements and are not guarantees of future performance, condition or results and involve a number of risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in our filings with the Securities and Exchange Commission. Horizon undertakes no duty to update any forward-looking statement made herein. All forward-looking statements speak only as of the date of this press release.
|Horizon Technology Finance||Investor Relations and Media Contacts:|
|Daniel R. Trolio||The IGB Group|
|Chief Financial Officer||Scott Eckstein / Leon Berman|
|(860) 674-9977||(212) 477-8261 / (212) 477-8438|
|email@example.comfirstname.lastname@example.org / email@example.com|