UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 3, 2020
HORIZON TECHNOLOGY FINANCE CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 814-00802 | 27-2114934 | ||
|
(State or other jurisdiction of incorporation) |
(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. ¨
| Title of each class | Ticker symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.001 per share | HRZN | The Nasdaq Stock Market LLC | ||
| 6.25% Notes due 2022 | HTFA | The New York Stock Exchange |
| Section 8 | Other Events | |
| Item 8.01 | Other Events |
On March 3, 2020, Horizon Technology Finance Corporation (the “Company”) announced that its Board of Directors has declared monthly distributions totaling $0.30 per share and a special distribution of $0.05 per share, payable in such amounts and on such dates to stockholders of record, as set forth below.
Monthly Distributions
| Ex-Dividend Date | Record Date | Payment Date | Amount Per Share |
| March 17, 2020 | March 18, 2020 | April 15, 2020 | $0.10 |
| April 16, 2020 | April 17, 2020 | May 15, 2020 | $0.10 |
| May 18, 2020 | May 19, 2020 | June 16, 2020 | $0.10 |
| Total: | $0.30 |
Special Distribution
| Ex-Dividend Date | Record Date | Payment Date | Amount Per Share |
| March 17, 2020 | March 18, 2020 | April 15, 2020 | $0.05 |
| Total: | $0.05 |
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 |
(d) Exhibits.
| 99.1 | Press release of the Company dated March 3, 2020. |
| 2 |
SIGNATURE
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: March 3, 2020 | HORIZON TECHNOLOGY FINANCE CORPORATION | ||
| By: | /s/ Robert D. Pomeroy, Jr. | ||
| Robert D. Pomeroy, Jr. | |||
| Chief Executive Officer | |||
| 3 |
Exhibit Index
| Exhibit No. | Description | |
| 99.1 | Press release of the Company dated March 3, 2020 |
| 4 |
Exhibit 99.1
Horizon Technology Finance Announces Monthly Distributions for April, May and June 2020 Totaling $0.30 per Share and Special Distribution for April of $0.05 per Share
Farmington, Connecticut – March 3, 2020 – Horizon Technology Finance Corporation (NASDAQ: HRZN) (“Horizon”) (the “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 sustainability industries, announced today that its board of directors has declared monthly cash distributions of $0.10 per share payable in each of April, May and June 2020 and a special distribution of $0.05 per share payable in April. These monthly and special distributions, payable as set forth in the table below, total $0.35 per share. Including the monthly and special distributions declared in the first quarter of 2020, Horizon has declared $12.97 per share in cumulative distributions since its 2010 initial public offering.
Monthly Distributions Declared in First Quarter 2020
| Ex-Dividend Date | Record Date | Payment Date | Amount per Share |
| March 17, 2020 | March 18, 2020 | April 15, 2020 | $0.10 |
| April 16, 2020 | April 17, 2020 | May 15, 2020 | $0.10 |
| May 18, 2020 | May 19, 2020 | June 16, 2020 | $0.10 |
| Total: | $0.30 |
Special Distribution
| Ex-Dividend Date | Record Date | Payment Date | Amount per Share |
| March 17, 2020 | March 18, 2020 | April 15, 2020 | $0.05 |
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 (NASDAQ: HRZN) 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 sustainability 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 also has regional offices in Pleasanton, California and Reston, Virginia. To learn more, please visit www.horizontechfinance.com.
Forward-Looking Statements
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 Horizon’s 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.
Contacts:
Investor Relations:
ICR
Garrett Edson
ir@horizontechfinance.com
(860) 284-6450
Media Relations:
ICR
Brian Ruby
brian.ruby@icrinc.com
(203) 682-8268