hrzn20240321_n2.htm

 

Table of Contents

As filed with the Securities and Exchange Commission on March 29, 2024

 

Securities Act File No. 333-



 

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 


 

FORM N-2

 

☒REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

Check the appropriate box or boxes:

 

 

Pre-Effective Amendment No.

 

 

 

Post-Effective Amendment No.

 

 


 

Horizon Technology Finance Corporation 

 

(Exact name of Registrant as specified in its charter)

 


 

312 Farmington Avenue
Farmington, Connecticut 06032  

 

(Address of Principal Executive Offices)

 

(860) 676-8654

 

(Registrants Telephone Number, Including Area Code)

 

Robert D. Pomeroy, Jr.
Chief Executive Officer
Horizon Technology Finance Corporation
312 Farmington Avenue
Farmington, Connecticut 06032

 

(Name and Address of Agent for Service)

 


 

Copies to: 

Thomas J. Friedmann
Thomas J. Cheeseman
Dechert LLP
One International Place
100 Oliver Street
Boston, MA 02110
(617) 728-7120
(617) 275-8389 Facsimile

 

 

Approximate date of proposed public offering: From time to time after the effective date of this registration statement.

 

Check box if the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans.

 

Check box if any securities being registered on this Form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933 (“Securities Act”), other than securities offered in connection with a dividend reinvestment plan.

 

Check box if this Form is a registration statement pursuant to General Instruction A.2 or a post-effective amendment thereto.

 

Check box if this Form is a registration statement pursuant to General Instruction B or a post-effective amendment thereto that will become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act.

 

Check box if this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction B to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act.

 

It is proposed that this filing will become effective (check appropriate box):

 

when declared effective pursuant to Section 8(c) of the Securities Act.

 

Check each box that appropriately characterizes the Registrant:

 

Registered Closed-End Fund (closed-end company that is registered under the Investment Company Act of 1940 (“Investment Company Act”)).

 

Business Development Company (closed-end company that intends or has elected to be regulated as a business development company under the Investment Company Act).

 

Interval Fund (Registered Closed-End Fund or a Business Development Company that makes periodic repurchase offers under Rule 23c-3 under the Investment Company Act).

 

A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form).

 

Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act).

 

Emerging Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934 (“Exchange Act”).

 

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 7(a)(2)(B) of Securities Act.

 

New Registrant (registered or regulated under the Investment Company Act for less than 12 calendar months preceding this filing).

 



 

 

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

 

PRELIMINARY PROSPECTUS

Subject to completion, dated March 29, 2024

 

$500,000,000 

Horizon Technology Finance Corporation

 

Common Stock
Preferred Stock
Subscription Rights
Debt Securities
Warrants

 

We are a non-diversified closed-end management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). We are externally managed by Horizon Technology Finance Management LLC, a registered investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Our investment objective is to maximize our investment portfolio’s total return by generating current income from the debt investments we make and capital appreciation from the warrants we receive when making such debt investments. We make secured debt investments to development-stage companies in the technology, life science, healthcare information and services and sustainability industries.

 

We may offer, from time to time, in one or more offerings or series, together or separately, up to $500,000,000 of our common stock, preferred stock, subscription rights, debt securities or warrants representing rights to purchase shares of our common stock, preferred stock or debt securities, which we refer to, collectively, as the “securities.”

 

We may sell our securities through underwriters or dealers, “at-the-market” to or through a market maker into an existing trading market or otherwise directly to one or more purchasers or through agents or through a combination of methods of sale. The identities of such underwriters, dealers, market makers or agents, as the case may be, will be described in one or more supplements to this prospectus. The securities may be offered at prices and on terms to be described in one or more supplements to this prospectus. In the event we offer common stock or warrants or rights to acquire such common stock hereunder, the offering price per share of our common stock less any underwriting commissions or discounts will not be less than the net asset value per share of our common stock at the time we make the offering except (1) in connection with the exercise of certain warrants, options or rights whose issuance has been approved by our stockholders at an exercise or conversion price not less than the market value of our common stock at the date of issuance (or, if no such market value exists, the net asset value per share of our common stock as of such date); (2) to the extent such an offer or sale is approved by our stockholders and by our board of directors (our “Board”); or (3) under such other circumstances as may be permitted under the 1940 Act or by the Securities and Exchange Commission (the “SEC”).

 

Our common stock is listed on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “HRZN”. In addition, our 4.875% Notes due 2026 trade on the New York Stock Exchange under the ticker symbol “HTFB”, and our 6.25% Notes due 2027 trade on the New York Stock Exchange under the ticker symbol “HTFC”. On March 28, 2024, the last reported sale price of a share of our common stock on Nasdaq was $11.37. The net asset value per share of our common stock at December 31, 2023 (the last date prior to the date of this prospectus on which we determined net asset value) was $9.71.

 

 

Shares of closed-end investment companies, including BDCs, frequently trade at a discount to their net asset value. If our shares trade at a discount to net asset value, it may increase the risk of loss for purchasers in an offering made pursuant to this prospectus or any related prospectus supplement. You should review carefully the risks and uncertainties, including the risk of leverage and dilution, described in the section titled Risk Factors beginning on page 13 of this prospectus or otherwise incorporated by reference herein and included in, or incorporated by reference into, the applicable prospectus supplement and in any free writing prospectuses we have authorized for use in connection with a specific offering, and under similar headings in the other documents that are incorporated by reference into this prospectus before investing in our securities.

 

This prospectus and any accompanying prospectus supplement contain important information you should know before investing in our securities and should be retained for future reference. We file annual, quarterly and current reports, proxy statements and other information about us with the SEC. We maintain a website at www.horizontechfinance.com and intend to make all of the foregoing information available, free of charge, on or through our website. You may also obtain such information by contacting us at 312 Farmington Avenue, Farmington, Connecticut 06032, or by calling us collect at (860) 676-8654. The SEC maintains a website at www.sec.gov where such information is available without charge. Information contained on our website is not incorporated by reference into this prospectus, and you should not consider information contained on our website to be part of this prospectus.

 

The individual securities in which we invest will not be rated by any rating agency. If they were, they would be rated as below investment grade or junk. Indebtedness of below investment grade quality has predominantly speculative characteristics with respect to the issuers capacity to pay interest and repay principal.

 

Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

This prospectus may not be used to consummate sales of securities unless accompanied by a prospectus supplement.

 


 

The date of this prospectus is             , 2024

 


 

 

You should rely only on the information contained in this prospectus or any accompanying supplement to this prospectus. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. This prospectus and any accompanying prospectus supplement do not constitute an offer to sell or a solicitation of any offer to buy any security other than the registered securities to which they relate. You should assume that the information in this prospectus is accurate only as of the date of this prospectus. Our business, financial condition and prospects may have changed since that date. We will update this prospectus to reflect material changes to the information contained herein.

 

TABLE OF CONTENTS

 

   

Page

About this Prospectus

  1

Prospectus Summary

  2

Offerings

  7

Fees and Expenses

  9

Selected Consolidated Financial and Other Data

  12

Risk Factors

  13

Cautionary Note Regarding Forward-Looking Statements

  14

Use of Proceeds

  16

Price Range of Common Stock and Distributions

  17

Management’s Discussion and Analysis of Financial Condition and Results of Operations

  21

Senior Securities

  22

Business

  23

Portfolio Companies

  24

Management

  34

Certain Relationships and Related Transactions

  35

Our Advisor

  36

Investment Management and Administration Agreements

  37

Control Persons and Principal Stockholders

  38

Determination of Net Asset Value

  39

Dividend Reinvestment Plan

  41

Description of Our Securities

  42

Description of Common Stock That We May Issue

  43

Description of Preferred Stock That We May Issue

  44

Description of Subscription Rights That We May Issue

  45

Description of Debt Securities That We May Issue

  46

Description of Warrants That We May Issue

  56

Regulation

  57

Brokerage Allocations and Other Practices

  58

Plan of Distribution

  59

Material U.S. Federal Income Tax Considerations

  61

Custodian, Transfer Agent, Dividend Paying Agent and Registrar

  68

Legal Matters

  68

Independent Registered Public Accounting Firm

  68

Incorporation by Reference

  68

Available Information

  69

 

 

ABOUT THIS PROSPECTUS

 

This prospectus is part of a registration statement that we have filed with the Securities and Exchange Commission, using the “shelf” registration process. Under the shelf registration process, we may offer, from time to time, up to $500,000,000 of our common stock, preferred stock, subscription rights, debt securities or warrants representing rights to purchase shares of our common stock, preferred stock or debt securities on terms to be determined at the time of the offering.

 

This prospectus provides you with a general description of the securities that we may offer. Each time we use this prospectus to offer securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. In a prospectus supplement or free writing prospectus, we may also add, update, or change any of the information contained in this prospectus or in the documents we have incorporated by reference into this prospectus. This prospectus, together with the applicable prospectus supplement, any related free writing prospectus, and the documents incorporated by reference into this prospectus and the applicable prospectus supplement, will include all material information relating to the applicable offering. Before buying any of the securities being offered, please carefully read this prospectus, any accompanying prospectus supplement, any free writing prospectus and the documents incorporated by reference into this prospectus and any accompanying prospectus supplement.

 

This prospectus may contain estimates and information concerning our industry, including market size and growth rates of the markets in which we participate, that are based on industry publications and other third-party reports. This information involves many assumptions and limitations, and you are cautioned not to give undue weight to these estimates. We have not independently verified the accuracy or completeness of the data contained in these industry publications and reports. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described or referenced in the section titled “Risk Factors,” that could cause results to differ materially from those expressed in these publications and reports.

 

This prospectus includes summaries of certain provisions contained in some of the documents described in this prospectus, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed or incorporated by reference, or will be filed or incorporated by reference, as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described in the section titled “Available Information.”

 

You should rely only on the information included or incorporated by reference into this prospectus, any prospectus supplement or in any free writing prospectus prepared by us or on our behalf or to which we have referred you. We have not authorized any dealer, salesperson or other person to provide you with different information or to make representations as to matters not stated in this prospectus, in any accompanying prospectus supplement or in any free writing prospectus prepared by us or on our behalf or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus, any accompanying prospectus supplement and any free writing prospectus prepared by us or on our behalf or to which we have referred you do not constitute an offer to sell, or a solicitation of an offer to buy, any securities by any person in any jurisdiction where it is unlawful for that person to make such an offer or solicitation or to any person in any jurisdiction to whom it is unlawful to make such an offer or solicitation. You should not assume that the information included or incorporated by reference into this prospectus, in any accompanying prospectus supplement or in any such free writing prospectus is accurate as of any date other than their respective dates. Our financial condition, results of operations and prospects may have changed since any such date. To the extent required by law, we will amend or supplement the information contained or incorporated by reference into this prospectus and any accompanying prospectus supplement to reflect any material changes to such information subsequent to the date of the prospectus and any accompanying prospectus supplement and prior to the completion of any offering pursuant to the prospectus and any accompanying prospectus supplement.

 

 

PROSPECTUS SUMMARY

 

This summary highlights some of the information included elsewhere in this prospectus or incorporated by reference. It is not complete and may not contain all of the information that you should consider before making your investment decision. You should carefully read the entire prospectus, the applicable prospectus supplement, and any related free writing prospectus, including the risks of investing in our securities discussed in the section titled Risk Factors in the applicable prospectus supplement and any related free writing prospectus, and under similar headings in the other documents that are incorporated by reference into this prospectus and the applicable prospectus supplement. Before making your investment decision, you should also carefully read the information incorporated by reference into this prospectus, including our financial statements and related notes, and the exhibits to the registration statement of which this prospectus is a part. Any yield information contained or incorporated by reference into this prospectus related to investments in our investment portfolio is not intended to approximate a return on your investment in us and does not take into account other aspects of our business, including our operating and other expenses, or other costs incurred by you in connection with your investment in us.

 

In this prospectus, except where the context suggests otherwise, the terms:

 

 

 

“we, us, our, the Company and Horizon Technology Finance refer to Horizon Technology Finance Corporation, a Delaware corporation, and its consolidated subsidiaries;

 

The Advisor and the Administrator refer to Horizon Technology Finance Management LLC, a Delaware limited liability company;

 

“Key refers to KeyBank National Association and Key Facility refers to the revolving credit facility with Key;

 

“NYL Noteholders refers to several entities owned or affiliated with New York Life Insurance Company and “NYL Facility refers to the credit facility where the notes are issued to the NYL Noteholders;

 

“Credit Facilities refers to collectively the Key Facility and the NYL Facility;

 

“2026 Notes refers to the $57.5 million aggregate principal amount of our 4.875% unsecured notes due 2026, which were issued by us in March 2021;

 

“2027 Notes refers to the $57.7 million aggregate principal amount of our 6.25% unsecured notes due 2027, which were issued by us on June 15, 2022 and July 11, 2022;

 

“Debt Securities means the 2026 Notes and the 2027 Notes, collectively;

 

“2019-1 Securitization” refers to the $160.0 million securitization of secured loans we completed on August 13, 2019;

 

“2019 Asset-Backed Notes refers to $100.0 million in aggregate principal amount of fixed rate asset-backed notes that were issued in conjunction with the 20191 Securitization and redeemed by us on November 22, 2023;

 

“2022-1 Securitization refers to the $157.8 million securitization of secured loans we completed on November 9, 2022; and

 

“2022 Asset-Backed Notes (collectively with the 2019 Asset-Backed Notes, the Asset-Backed Notes) refers to $100.00 million in aggregate principal amount of fixed rate asset-backed notes that were issued in conjunction with the 2022-1 Securitization.

 

Our company

 

We are a specialty finance company that lends to and invests in development-stage companies in the technology, life science, healthcare information and services and sustainability industries, which we refer to as our “Target Industries.” Our investment objective is to maximize our investment portfolio’s total return by generating current income from the debt investments we make and capital appreciation from the warrants we receive when making such debt investments. We are focused on making secured debt investments, which we refer to as “Venture Loans,” to venture capital and private equity backed companies and publicly traded companies in our Target Industries, which we refer to as “Venture Lending.” Our debt investments are typically secured by first liens or first liens behind a secured revolving line of credit, or collectively, “Senior Term Loans.” Venture Lending is typically characterized by (1) the making of a secured debt investment after a venture capital or equity investment in the portfolio company has been made, which investment provides a source of cash to fund the portfolio company’s debt service obligations under the Venture Loan, (2) the senior priority of the Venture Loan which requires repayment of the Venture Loan prior to the equity investors realizing a return on their capital, (3) the amortization of the Venture Loan and (4) the lender’s receipt of warrants or other success fees with the making of the Venture Loan.

 

 

We are an externally managed, closed-end, non-diversified management investment company that has elected to be regulated as a business development company, or BDC, under the Investment Company Act of 1940, as amended, or the 1940 Act. In addition, for U.S. federal income tax purposes, we have elected to be treated as a regulated investment company, or RIC, under Subchapter M of the Internal Revenue Code of 1986, as amended, or the Code. As a BDC, we are required to comply with regulatory requirements, including limitations on our use of debt. We are permitted to, and expect to, finance our investments through borrowings. Under Section 61(a)(2) of the 1940 Act we have received approval from our stockholders to reduce our asset coverage requirement from 200% to 150%. The amount of leverage that we may employ will depend on our assessment of market conditions and other factors at the time of any proposed borrowing. As a RIC, we generally are not subject to pay corporate-level income taxes on our investment company taxable income, determined without regard to any deductions for dividends paid, and our net capital gain that we distribute as dividends for U.S. federal income tax purposes to our stockholders as long as we meet certain source-of-income, distribution, asset diversification and other requirements.

 

We are externally managed and advised by our Advisor. Our Advisor manages our day-to-day operations and also provides all administrative services necessary for us to operate.

 

Our advisor

 

Our investment activities are managed by our Advisor, and we expect to continue to benefit from our Advisor’s ability to identify attractive investment opportunities, conduct diligence on and value prospective investments, negotiate investments and manage our portfolio of investments. In addition to the experience gained from the years that they have worked together both at our Advisor and prior to the formation of our Advisor, the members of our investment team have broad lending backgrounds, with substantial experience at a variety of commercial finance companies, technology banks and private debt funds, and have developed a broad network of contacts within the venture capital and private equity community. This network of contacts provides a principal source of investment opportunities.

 

Our Advisor is led by six senior managers including Robert D. Pomeroy, Jr., our Chief Executive Officer, Gerald A. Michaud, our President, Daniel R. Trolio, our Executive Vice President, Chief Financial Officer and Treasurer, John C. Bombara, our Executive Vice President, General Counsel, Chief Compliance Officer and Secretary, Daniel S. Devorsetz, our Executive Vice President, Chief Operating Officer and Chief Investment Officer and Diane Earle, our Senior Vice President and Chief Credit Officer.

 

Our strategy

 

Our investment objective is to maximize our investment portfolio’s total return by generating current income from the loans we make and capital appreciation from the warrants we receive when making such debt investments. To further implement our business strategy, we expect our Advisor to continue to employ the following core strategies:

 

 

Structured investments in the venture capital and private and public equity markets. We make loans to development-stage companies within our Target Industries typically in the form of secured loans. The secured debt structure provides a lower risk strategy, as compared to equity or unsecured debt investments, to participate in the emerging technology markets because the debt structures we typically utilize provide collateral against the downside risk of loss, provide return of capital in a much shorter timeframe through current-pay interest and amortization of principal and have a senior position to equity in the borrower’s capital structure in the case of insolvency, wind down or bankruptcy. Unlike venture capital and private equity investments, our investment returns and return of our capital do not require equity investment exits such as mergers and acquisitions or initial public offerings. Instead, we receive returns on our debt investments primarily through regularly scheduled payments of principal and interest and, if necessary, liquidation of the collateral supporting the debt investment upon a default. Only the potential gains from warrants depend upon equity investment exits.

 

“Enterprise value lending. We and our Advisor take an enterprise value approach to structuring and underwriting loans. Enterprise value includes the implied valuation based upon recent equity capital invested as well as the intrinsic value of the applicable portfolio company’s particular technology, service or customer base. We secure our position against the enterprise value of each portfolio company through a lien on all of the assets of the portfolio company or through a lien on all assets of the portfolio company except its intellectual property, with a prohibition on any other party taking a lien on such intellectual property.

 

Creative products with attractive risk-adjusted pricing. Each of our existing and prospective portfolio companies has its own unique funding needs for the capital provided from the proceeds of our Venture Loans. These funding needs include funds for additional development “runways”, funds to hire or retain sales staff or funds to invest in research and development in order to reach important technical milestones in advance of raising additional equity. Our loans include current-pay interest, commitment fees, end-of-term payments, or ETPs, pre-payment fees, success fees and non-utilization fees. We believe we have developed pricing tools, structuring techniques and valuation metrics that satisfy our portfolio companies’ financing requirements while mitigating risk and maximizing returns on our investments.

 

 

 

Opportunity for enhanced returns. To enhance our debt investment portfolio returns, in addition to interest and fees, we frequently obtain warrants to purchase the equity of our portfolio companies as additional consideration for making debt investments. The warrants we obtain generally include a “cashless exercise” provision to allow us to exercise these rights without requiring us to make any additional cash investment. Obtaining warrants in our portfolio companies has allowed us to participate in the equity appreciation of our portfolio companies, which we expect will enable us to generate additional returns for our investors.

 

Direct origination. We originate transactions directly with technology, life science, healthcare information and services and sustainability companies. These transactions are referred to our Advisor from a number of sources, including referrals from, or direct solicitation of, venture capital and private equity firms, portfolio company management teams, legal firms, accounting firms, investment banks, portfolio company advisors and other lenders that represent companies within our Target Industries. Our Advisor has been the sole or lead originator in substantially all transactions in which the funds it manages have invested.

 

Disciplined and balanced underwriting and portfolio management. We use a disciplined underwriting process that includes obtaining information validation from multiple sources, extensive knowledge of our Target Industries, comparable industry valuation metrics and sophisticated financial analysis related to development-stage companies. Our Advisor’s due diligence on investment prospects includes obtaining and evaluating information on the prospective portfolio company’s technology, market opportunity, management team, fund raising history, investor support, valuation considerations, financial condition and projections. We seek to balance our investment portfolio to reduce the risk of down market cycles associated with any particular industry or sector, development-stage or geographic area by quarterly reviewing each criteria and, in the event there is an overconcentration, seeking investment opportunities to reduce such overconcentration. Our Advisor employs a “hands on” approach to portfolio management, requiring private portfolio companies to provide monthly financial information and to participate in regular updates on performance and future plans. For public companies, our Advisor typically relies on publicly reported quarterly financials.

 

Use of leverage. We use leverage to increase returns on equity through our Credit Facilities, through our 2026 Notes, our 2027 Notes and through our 2022-1 Securitization. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and capital resources” in our Annual Report on Form 10-K for additional information about our use of leverage. In addition, we may issue additional debt securities or preferred stock in one or more series in the future.

 

Market opportunity

 

We focus our investments primarily in our Target Industries. The technology sectors we focus on include communications, networking, data storage, software, cloud computing, semiconductor, internet and media and consumer-related technologies. The life science sectors we focus on include biotechnology, drug discovery, drug delivery, bioinformatics and medical devices. The healthcare information and services sectors we focus on include diagnostics, electronic medical record services and software and other healthcare related services and technologies that improve efficiency and quality of administered healthcare. The sustainability sectors we focus on include alternative energy, power management, energy efficiency, green building materials and waste recycling. We refer to all of these companies as “technology-related” companies because the companies are developing or offering goods and services to businesses and consumers which utilize scientific knowledge, including techniques, skills, methods, devices and processes, to solve problems. We intend, under normal market conditions, to invest at least 80% of the value of our total assets in such companies.

 

We believe that Venture Lending has the potential to achieve enhanced returns that are attractive notwithstanding the high degree of risk associated with lending to development-stage companies. Potential benefits include:

 

 

interest rates that typically exceed rates that would be available to portfolio companies if they could borrow in traditional commercial financing transactions;

 

the debt investment support provided by cash proceeds from equity capital invested by venture capital and private equity firms or access to public equity markets to access capital;

 

 

 

amortization of principal;

 

senior ranking to equity and collateralization of debt investments to minimize potential loss of capital; and

 

potential equity appreciation through warrants.

 

We believe that Venture Lending also provides an attractive financing source for portfolio companies, their management teams and their equity capital investors, as it:

 

 

is typically less dilutive to the equity holders than additional equity financing;

 

extends the time period during which a portfolio company can operate before seeking additional equity capital or pursuing a sale transaction or other liquidity event; and

 

allows portfolio companies to better match cash sources with uses.

 

Competitive strengths

 

We believe that we, together with our Advisor, possess significant competitive strengths, which include the following:

 

 

Consistently execute commitments and close transactions.  Our Advisor and its senior management and investment professionals have an extensive track record of originating, underwriting and managing Venture Loans. Our Advisor and its predecessor have directly originated, underwritten and managed Venture Loans with an aggregate original principal amount over $2.8 billion to more than 325 companies since operations commenced in 2004.

 

Robust direct origination capabilities.  Our Advisor has significant experience originating Venture Loans in our Target Industries. This experience has given our Advisor a deep knowledge of our Target Industries and an extensive base of transaction sources and references.

 

Highly experienced and cohesive management team. Most of our Advisor’s senior management team of experienced professionals has been together since our inception. This consistency allows companies, their management teams and their investors to rely on consistent and predictable service, loan products and terms and underwriting standards.

 

Relationships with venture capital and private equity investors.  Our Advisor has developed strong relationships with venture capital and private equity firms and their partners.

 

Well-known brand name.  Our Advisor has originated Venture Loans to more than 325 companies in our Target Industries under the “Horizon Technology Finance” brand.

 

Our portfolio

 

From the commencement of operations of our predecessor on March 4, 2008 through December 31, 2023, we funded debt investments to 257 portfolio companies and invested approximately $2.4 billion in debt investments. As of December 31, 2023, our debt investment portfolio consisted of 56 debt investments with an aggregate fair value of $670.2 million. As of December 31, 2023, 86.3%, or $578.7 million, of our debt investment portfolio at fair value consisted of Senior Term Loans. As of December 31, 2023, 22.8%, or $153.1 million, of our total debt investment portfolio at fair value was held through our 2022-1 Securitization. As of December 31, 2023, our net assets were $324.0 million, and all of our debt investments were secured by all or a portion of the tangible and intangible assets of the applicable portfolio company. The debt investments in our portfolio are generally not rated by any rating agency. If the individual debt investments in our portfolio were rated, they would be rated below “investment grade”. Debt investments that are unrated or rated below investment grade are sometimes referred to as “junk bonds” and have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal.

 

For the year ended December 31, 2023, our dollar-weighted annualized yield on average debt investments was 16.6%. We calculate the dollar-weighted yield on average debt investments for any period as (1) total investment income during the period divided by (2) the average of the fair value of debt investments outstanding on (a) the last day of the calendar month immediately preceding the first day of the period and (b) the last day of each calendar month during the period. The dollar-weighted annualized yield on average debt investments is higher than what investors will realize because it does not reflect our expenses or any sales load paid by investors.

 

 

For the year ended December 31, 2023, our investment portfolio had an overall total yield of 15.7%. We calculate the dollar-weighted annualized yield on average investment type for any period as (1) total related investment income during the period divided by (2) the average of the fair value of the investment type outstanding on (a) the last day of the calendar month immediately preceding the first day of the period and (b) the last day of each calendar month during the period. The dollar-weighted annualized yield on average investment type is higher than what investors will realize because it does not reflect our expenses or any sales load paid by investors.

 

As of December 31, 2023, our debt investments had a dollar-weighted average term of 50.0 months from inception and a dollar-weighted average remaining term of 35.0 months. As of December 31, 2023, substantially all of our debt investments had an original committed principal amount of between $3 million and $45 million, repayment terms of between 1 and 60 months and bore current pay interest at annual interest rates of between 9% and 16%.

 

For the year ended December 31, 2023, our total return based on market value was 25.3%. Total return based on market value is calculated as (x) the sum of (i) the closing sales price of our common stock on the last day of the period plus (ii) the aggregate amount of distributions paid per share during the period, less (iii) the closing sales price of our common stock on the first day of the period, divided by (y) the closing sales price of our common stock on the first day of the period.

 

In addition to our debt investments, as of December 31, 2023, we held warrants to purchase stock, predominantly preferred stock, in 85 portfolio companies, equity positions in 14 portfolio companies and success fee arrangements in four portfolio companies.

 

See “Business” in Part I, Item 1 in our most recent Annual Report on Form 10-K for additional information about us.

 

Risk factors

 

Our business is subject to numerous risks, as described in the section titled “Risk Factors” in the applicable prospectus supplement and in any free writing prospectuses we have authorized for use in connection with a specific offering, and under similar headings in the documents that are incorporated by reference into this prospectus, including the section titled “Risk Factors” included in our most recent Annual Report on Form 10-K, in our most recent Quarterly Report on Form 10-Q, as well as in any of our subsequent SEC filings.

 

Company information

 

Our administrative and executive offices and those of our Advisor are located at 312 Farmington Avenue, Farmington, Connecticut 06032, and our telephone number is (860) 676-8654. Our corporate website is located at www.horizontechfinance.com. Information contained on our website is not incorporated by reference into this prospectus, and you should not consider information contained on our website to be part of this prospectus.

 

 

OFFERINGS

 

We may offer, from time to time, up to $500,000,000 of our common stock, preferred stock, subscription rights, debt securities and/or warrants representing rights to purchase shares of our common stock, preferred stock or debt securities on terms to be determined at the time of the offering. Any debt securities, preferred stock, warrants and subscription rights offered by means of this prospectus may be convertible or exchangeable into shares of our common stock, on terms to be determined at the time of the offering. We will offer our securities at prices and on terms to be set forth in one or more supplements to this prospectus and any related free writing prospectus.

 

We may offer our securities directly to one or more purchasers, including existing stockholders in a rights offering, through agents that we designate from time to time or to or through underwriters or dealers. The prospectus supplement relating to each offering will identify any agents or underwriters involved in the sale of our securities and will set forth any applicable purchase price, fee, commission or discount arrangement between us and our agents or underwriters or among our underwriters or the basis upon which such amount may be calculated. See “Plan of Distribution.” We may not sell any of our securities through agents, underwriters or dealers without delivery of a prospectus supplement describing the method and terms of the offering of our securities.

 

Set forth below is additional information regarding offerings of our securities:

 

 

Use of proceeds

We intend to use the net proceeds from selling our securities to make new investments in portfolio companies in accordance with our investment objective and strategies as described in this prospectus and for working capital and general corporate purposes.

 

Listing

Our common stock is traded on Nasdaq under the symbol “HRZN.” Our 2026 Notes trade on the New York Stock Exchange, or NYSE, under the ticker symbol “HTFB”, and our 2027 Notes trade on the NYSE under the ticker symbol “HTFC”.

 

Distributions

We intend to continue to pay monthly distributions to our stockholders out of assets legally available for distribution. Our distributions, if any, will be determined by our Board. Our ability to declare distributions depends on our earnings, our overall financial condition (including our liquidity position), maintenance of RIC status and such other factors as our Board may deem relevant from time to time.

 

 

To the extent our taxable earnings fall below the total amount of our distributions for any given fiscal year, a portion of those distributions may be deemed to be a return of capital to our common stockholders for U.S. federal income tax purposes. Thus, the source of a distribution to our stockholders may be the original capital invested by the stockholder rather than our income or gains. Stockholders should read any written disclosure accompanying a distribution payment carefully and should not assume that the source of any distribution is our ordinary income or gains.

 

Taxation

We have elected to be treated as a RIC. Accordingly, we generally will not incur corporate-level income taxes on any investment company taxable income determined without regard to any deductions for dividends paid and net capital gains that we distribute as dividends for U.S. federal income tax purposes to our stockholders. To maintain RIC tax treatment, we must meet specified source-of-income and asset diversification requirements and distribute annually an amount generally equal to 90% of our investment company taxable income, determined without regard to any deduction for dividends paid.

 

Leverage  

We borrow funds to make additional investments. We use this practice, which is known as “leverage,” to attempt to increase returns to our stockholders, but it involves significant risks. See “Risk Factors.” As of this prospectus, we are allowed to borrow amounts such that our asset coverage, as calculated pursuant to the 1940 Act, equals at least 150% after such borrowing (i.e., we are able to borrow up to two dollars for every dollar we have in assets less all liabilities and indebtedness not represented by senior securities issued by us). For more information, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Item 1A Risk Factors — General Risk Factors — We borrow money, which magnifies the potential for gain or loss on amounts invested and may increase the risk of investing in us” in our most recent Annual Report on Form 10-K.

 

 

Trading at a discount  

Shares of closed-end investment companies, including BDCs, frequently trade at a discount to their net asset value. This risk is separate and distinct from the risk that our net asset value per share may decline. We cannot predict whether our common stock will trade above, at or below net asset value.

 

Dividend Reinvestment Plan  

We have adopted a DRIP for our stockholders. The dividend reinvestment plan is an “opt out” DRIP. As a result, distributions to our stockholders are automatically reinvested in additional shares of our common stock, unless a stockholder specifically “opts out” of the DRIP so as to receive cash distributions. Stockholders who receive distributions in the form of stock will generally be subject to the same federal, state and local tax consequences as stockholders who elect to receive their distributions in cash. See “Dividend Reinvestment Plan.” 

 

Sales of common stock below net asset value  

In the event we offer common stock or warrants or rights to acquire such common stock, the offering price per share of our common stock less any underwriting commissions or discounts will not be less than the net asset value per share of our common stock at the time we make the offering except (1) in connection with the exercise of certain warrants, options or rights whose issuance has been approved by our stockholders at an exercise or conversion price not less than the market value of our common stock at the date of issuance (or, if no such market value exists, the net asset value per share of our common stock as of such date); (2) to the extent such an offer or sale is approved by stockholders holding a majority of our outstanding securities and our Board; or (3) under such other circumstances as may be permitted under the 1940 Act or by the SEC. For purposes of (2) above, a “majority” of outstanding securities is defined in the 1940 Act as (i) 67% or more of the voting securities present or represented by proxy at a stockholders’ meeting if the holders of more than 50% of our outstanding voting securities are present or represented by proxy; or (ii) more than 50% of our outstanding voting securities, whichever is less.

 

Available information

We are required to file periodic reports, current reports, proxy statements and other information with the SEC. This information is available on the SEC’s website at www.sec.gov. You may also obtain such information by contacting us at 312 Farmington Avenue, Farmington, Connecticut 06032 or by calling us at (860) 676-8654. We intend to provide much of the same information on our website at www.horizontechfinance.com. Information contained on our website is not part of this prospectus or any prospectus supplement and should not be relied upon as such. 

   

Incorporation of Certain Information by Reference

This prospectus is part of a registration statement that we have filed with the SEC. In accordance with the Small Business Credit Availability Act, or SBCAA, we are allowed to “incorporate by reference” the information that we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to comprise a part of this prospectus from the date we file that information. Any reports filed by us with the SEC subsequent to the date of this prospectus until we have sold all of the securities offered by this prospectus or the offering is otherwise terminated will automatically update and, where applicable, supersede any information contained in this prospectus or incorporated by reference into this prospectus. See “Incorporation of Certain Information by Reference” in this prospectus.

 

 

FEES AND EXPENSES

 

The following table is intended to assist you in understanding the costs and expenses that an investor will bear directly or indirectly. However, we caution you that some of the percentages indicated in the table below are estimates and may vary. The following table and example should not be considered a representation of our future expenses. Actual expenses may be greater or less than shown. Except where the context suggests otherwise, whenever this prospectus contains a reference to fees or expenses paid by “you” or “us” or that “we” will pay fees or expenses, stockholders will indirectly bear such fees or expenses as investors in the Company.

 

Stockholder Transaction Expenses

         

Sales Load (as a percentage of offering price)

    % (1)

Offering Expenses (as a percentage of offering price)

    % (2)

Dividend Reinvestment Plan Fees

    % (3)

Total Stockholder Transaction Expenses (as a percentage of offering price)

    %  
           

Annual Expenses (as a Percentage of Net Assets Attributable to Common Shares)(4)

         

Base Management Fees

    3.96 % (5)

Incentive Fees Payable Under the Investment Management Agreement

    2.25 % (6)

Interest Payments on Borrowed Funds

    11.29 % (7)

Other Expenses (estimated for the current fiscal year)

    1.68 % (8)

Total Annual Expenses

    19.18 % (9)

 


(1)

In the event that securities to which this prospectus relates are sold to or through underwriters or agents, a corresponding prospectus supplement will disclose the applicable sales load.

(2)

In the event that we conduct an offering of any of our securities, a corresponding prospectus supplement will disclose the estimated offering expenses because they will be ultimately borne by the stockholders.

(3)

The expenses associated with the DRIP are included in “Other Expenses” in the table. See “Dividend Reinvestment Plan.” 

(4)

Net Assets Attributable to Common Stock equals estimated average net assets for the current fiscal year and is based on our net assets at December 31, 2023 and includes the net proceeds of the offering estimated to be received by the Company.

(5)

Our base management fee under the Investment Management Agreement is based on our gross assets, less cash and cash equivalents, which includes assets acquired using leverage, including any leverage disclosed in the accompanying prospectus, and is payable monthly in arrears. The management fee referenced in the table above is based on our gross assets, less cash and cash equivalents, of $726.6 million as of December 31, 2023 and includes net proceeds of the offering, after the net proceeds have been invested in portfolio companies, and $35.8 million of assets estimated to be acquired in the current fiscal year using leverage. See Note 3 “Related Party Transactions—Investment Management Agreement” of our Consolidated Financial Statements in Part II, Item 8 of our most recent Annual Report on Form 10-K. 

 

 

(6)

Our incentive fee payable under the Investment Management Agreement consists of two parts:

 

The first part, which is payable quarterly in arrears, subject to a Fee Cap and Deferral Mechanism, equals 20% of the excess, if any, of our Pre-Incentive Fee Net Investment Income over a 1.75% quarterly (7% annualized) hurdle rate and a “catch-up” provision measured as of the end of each calendar quarter. Under this provision, in any calendar quarter, our Advisor receives no incentive fee until our net investment income equals the hurdle rate of 1.75% but then receives, as a “catch-up,” 100% of our Pre-Incentive Fee Net Investment Income with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the hurdle rate but is less than 2.1875%. The effect of this provision is that, if Pre-Incentive Fee Net Investment Income exceeds 2.1875% in any calendar quarter, our Advisor will receive 20% of our Pre-Incentive Fee Net Investment Income as if a hurdle rate did not apply. The first part of the incentive fee is computed and paid on income that may include interest that is accrued but not yet received in cash.

 

The second part of the incentive fee equals 20% of our Incentive Fee Capital Gains, if any. Incentive Fee Capital Gains are our realized capital gains on a cumulative basis from inception through the end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees. The second part of the incentive fee is payable, in arrears, at the end of each calendar year (or upon termination of the Investment Management Agreement, as of the termination date). For a more detailed discussion of the calculation of this fee, see Note 3 “Related Party Transactions—Investment Management Agreement” of our Consolidated Financial Statements in Part II, Item 8 of our most recent Annual Report on Form 10-K.

 

The incentive payable to our Advisor represents our estimated annual expense incurred under the first part of the incentive fee payable under the Investment Management Agreement over the next twelve months. As of December 31, 2023, our cumulative realized capital gains and unrealized capital appreciation did not exceed our cumulative realized capital losses and unrealized capital depreciation. Given our strategy of investing primarily in Venture Loans, which are fixed-income assets, we believe it is unlikely that our cumulative realized capital gains and unrealized capital appreciation will exceed our cumulative realized capital losses and unrealized capital depreciation in the next twelve months. Consequently, we do not expect to incur any Incentive Fee Capital Gains during the next twelve months. As we cannot predict the occurrence of any capital gains from the portfolio, we have assumed no Incentive Fee Capital Gains. 

 

 

(7)

Interest payments on borrowed funds represent our estimated annual interest payments on borrowed funds based on current debt levels as adjusted for projected increases in debt levels over the next twelve months. We may issue additional debt securities pursuant to the registration statement of which this prospectus supplement forms a part. In the event we were to issue additional debt securities, our borrowing costs, and correspondingly our total annual expenses, including, in the case of such preferred stock, our base management fee as a percentage of our net assets attributable to common stock, would increase. 

(8)

“Other Expenses” includes our overhead expenses, including payments under the Administration Agreement, based on our allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the Administration Agreement. See Note 3 “Related Party Transactions— Administration Agreement” of our Consolidated Financial Statements in Part II, Item 8 of our most recent Annual Report on Form 10-K. “Other expenses” also includes the ongoing administrative expenses to the independent accountants and legal counsel of the Company and compensation of independent directors. “Other Expenses” are based on estimated amounts to be incurred during the current fiscal year. 

(9)

“Total Annual Expenses” as a percentage of consolidated net assets attributable to common stock are higher than the total annual expenses percentage would be for a company that is not leveraged. We borrow money to leverage our net assets and increase our total assets. The SEC requires that the “Total Annual Expenses” percentage be calculated as a percentage of net assets (defined as total assets less indebtedness and after taking into account any incentive fees payable during the period), rather than the total assets, including assets that have been funded with borrowed monies.

 

 

Example

 

The following example demonstrates the projected dollar amount of total cumulative expenses that would be incurred over various periods with respect to a hypothetical investment in our common stock. In calculating the following expense amounts, we have assumed that our annual operating expenses remain at the levels set forth in the table above. In the event that shares to which this prospectus relates are sold to or through underwriters or agents, a corresponding prospectus supplement will restate this example to reflect the applicable sales load and estimated offering expenses.

 

   

1 Year

   

3 Years

   

5 Years

   

10 Years

 

You would pay the following expenses on a $1,000 investment, assuming a 5% annual return (assumes no return from net realized capital gains or net unrealized capital appreciation)

  $ 178.20     $ 462.38     $ 671.68     $ 984.36  

 

The example and the expenses in the tables above should not be considered a representation of our future expenses, and actual expenses may be greater or lesser than those shown.

 

While the example assumes, as required by the applicable rules of the SEC, a 5% annual return, our performance will vary and may result in a return greater or less than 5%. The incentive fee under the Investment Management Agreement is unlikely to be significant assuming a 5% annual return and is not included in the example. This illustration assumes that we will not realize any capital gains (computed net of all realized capital losses and unrealized capital depreciation) in any of the indicated time periods. If we achieve sufficient returns on our investments, including through the realization of capital gains, to trigger an incentive fee of a material amount, our distributions to our common stockholders and our expenses would likely be higher. If the 5% annual return were derived entirely from capital gains, you would pay expenses on a $1,000 investment of $167.71, $440.87, $647.97 and $972.23 over periods of one year, three years, five years and ten years, respectively. See “Item 1. Business - Investment Management Agreement - Examples of Incentive Fee Calculation” in our Annual Report on Form 10-K.

 

In addition, while the examples assume reinvestment of all dividends and other distributions at net asset value, participants in our DRIP receive a number of shares of our common stock determined by dividing the total dollar amount of the distribution payable to a participant by the market price per share of our common stock at the close of trading on the valuation date for the distribution. This price may be at, above or below net asset value. See “Dividend Reinvestment Plan” for additional information regarding our DRIP.

 

 

SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

 

The information in “Item 8. Consolidated Financial Statements” of our most recent annual report on Form 10-K, is incorporated by reference herein.

 

 

RISK FACTORS

 

Investing in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you should carefully consider the risks and uncertainties described in the section titled “Risk Factors” in the applicable prospectus supplement and any related free writing prospectus, and discussed in the section titled “Risk Factors” in Part I, Item 1A of our most recent Annual Report on Form 10-K and any subsequent filings we have made with the SEC that are incorporated by reference into this prospectus or any prospectus supplement, together with other information in this prospectus, the documents incorporated by reference into this prospectus or any prospectus supplement, and any free writing prospectus that we may authorize for use in connection with this offering. The risks described in these documents are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. If any of these risks actually occur, our business, financial condition and results of operations could be materially and adversely affected. In such case, our NAV per share and the trading price of our common stock could decline, and you may lose part or all of your investment. Please also read carefully the section titled “Cautionary Note Regarding Forward-Looking Statements” in this prospectus.

 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This prospectus, including the documents we incorporate by reference herein, contains, and any applicable prospectus supplement or free writing prospectus, including the documents we incorporate by reference therein, contain forward-looking statements that involve substantial risks and uncertainties. The forward-looking statements are based on our beliefs, assumptions and expectations of our future performance, taking into account all information currently available to us. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to us or are within our control. If a change occurs, our business, financial condition, liquidity and results of operations may vary materially from those expressed in our forward-looking statements. We undertake no obligation to revise or update any forward-looking statements but advise you to consult any additional disclosures that we may make directly to you or through reports that we may file in the future with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. Accordingly, there are or will be important factors that could cause our actual results to differ materially from those expressed or implied by the forward-looking statements. The following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance:

 

 

our future operating results, including the performance of our existing debt investments, warrants and other investments;

 

 

the introduction, withdrawal, success and timing of business initiatives and strategies;

 

 

general economic and political trends and other external factors;

 

 

the relative and absolute investment performance and operations of our Advisor;

 

 

the impact of increased competition;

 

 

the impact of investments we intend to make and future acquisitions and divestitures;

 

 

the unfavorable resolution of legal proceedings;

 

 

our business prospects and the prospects of our portfolio companies;

 

 

the impact, extent and timing of technological changes and the adequacy of intellectual property protection;

 

 

our regulatory structure and tax status;

 

 

our ability to qualify and maintain qualification as a RIC and as a BDC;

 

 

the adequacy of our cash resources and working capital;

 

 

the timing of cash flows, if any, from the operations of our portfolio companies;

 

 

the impact of interest rate volatility on our results, particularly if we use leverage as part of our investment strategy;

 

 

the ability of our portfolio companies to achieve their objectives;

 

 

the impact of legislative and regulatory actions and reforms and regulatory, supervisory or enforcement actions of government agencies relating to us or our Advisor;

 

 

our contractual arrangements and relationships with third parties;

 

 

 

our ability to access capital and any future financings by us;

 

 

the ability of our Advisor to attract and retain highly talented professionals; and

 

 

the impact of changes to tax legislation and, generally, our tax position.

 

This prospectus, and other statements that we may make, may contain forward-looking statements with respect to future financial or business performance, strategies or expectations. Forward-looking statements are typically identified by words or phrases such as “trend,” “opportunity,” “pipeline,” “believe,” “comfortable,” “expect,” “anticipate,” “current,” “intention,” “estimate,” “position,” “assume,” “plan,” “potential,” “project,” “outlook,” “continue,” “remain,” “maintain,” “sustain,” “seek,” “achieve” and similar expressions, or future or conditional verbs such as “will,” “would,” “should,” “could,” “may” or similar expressions.

 

Any forward-looking statement made by us in this prospectus speaks only as of the date on which we make it. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. You are advised to consult any additional disclosures that we may make directly to you or through reports that we have filed or in the future may file with the SEC, including our annual reports on Form 10-K, registration statements on Form N-2, quarterly reports on Form 10-Q, current reports on Form 8-K and definitive proxy statements on Schedule 14A. Under Sections 27A(b)(2)(B) of the Securities Act and Section 21E(b)(2)(B) of the Exchange Act, the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 do not apply to statements made in connection with any offering of securities pursuant to this prospectus or in the periodic reports we file under the Exchange Act.

 

 

USE OF PROCEEDS

 

Unless otherwise specified in any prospectus supplement accompanying this prospectus, we intend to use the net proceeds from the sale of our securities for investment in portfolio companies in accordance with our investment objective and strategies as described in this prospectus and for working capital and general corporate purposes. We may also use a portion of the net proceeds from the sale of our securities to repay amounts outstanding under the Credit Facilities. We may also use a portion of the net proceeds to redeem the 2026 Notes. The 2026 Notes bear interest at an annual rate of 4.875% and otherwise mature on March 30, 2026. We may also use a portion of the proceeds to redeem the 2027 Notes after they are subject to optional redemption on June 15, 2024. The 2027 Notes bear interest at an annual rate of 6.25% and otherwise mature on June 15, 2027. The supplement to this prospectus relating to an offering will more fully identify the use of proceeds from such offering. We estimate that it will take up to six months for us to substantially invest the net proceeds of any offering made pursuant to this prospectus, depending on the availability of attractive opportunities and market conditions. However, we can offer no assurances that we will be able to achieve this goal.

 

Pending such use, we will invest the remaining net proceeds of this offering primarily in cash, cash equivalents, U.S. government securities and high-quality debt investments that mature in one year or less from the date of investment. These temporary investments may have lower yields than our other investments and, accordingly, may result in lower distributions, if any, during such period. See “Business—Regulation—Temporary Investments” in Part I, Item 1 in our most recent Annual Report on Form 10-K for additional information about temporary investments we may make while waiting to make longer-term investments in pursuit of our investment objective.

 

 

PRICE RANGE OF COMMON STOCK AND DISTRIBUTIONS

 

Our common stock is traded on Nasdaq, under the symbol “HRZN”. The following table sets forth, for each fiscal quarter since January 1, 2022, the range of high and low closing sales price of our common stock, the premium or discount of the closing sales price to our NAV and the distributions declared per share by us.

 

           

Closing Sales Price

   

Premium/

Discount

of High

Sales Price

to

   

Premium/

Discount

of Low

Sales Price

to

   

Distributions

Declared Per

 

Period

 

NAV(1)

   

High

   

Low

   

NAV(2)

   

NAV(2)

   

Share(3)

 

Year ended December 31, 2024

                                               

First Quarter(4)

  $ --     $ 13.63     $ 11.17       *       *     $ 0.38  
                                                 

Year ended December 31, 2023

                                               

Fourth Quarter

  $ 9.71     $ 13.44     $ 10.86       38.41 %     11.84 %   $ 0.38  

Third Quarter

  $ 10.41     $ 13.27     $ 11.38       27.47 %     9.32 %   $ 0.33  

Second Quarter

  $ 11.07     $ 13.27     $ 10.99       19.87 %     (0.72 )%   $ 0.33  

First Quarter

  $ 11.34     $ 12.88     $ 10.74       13.58 %     (5.29 )%   $ 0.33  

Year ended December 31, 2022

                                               

Fourth Quarter

  $ 11.47     $ 13.39     $ 10.01       16.74 %     (12.73 )%   $ 0.38  

Third Quarter

  $ 11.66     $ 13.86     $ 9.86       18.87 %     (15.44 )%   $ 0.30  

Second Quarter

  $ 11.69     $ 14.30     $ 10.73       22.33 %     (8.21 )%   $ 0.30  

First Quarter

  $ 11.68     $ 16.41     $ 13.32       40.50 %     14.04 %   $ 0.30  

 


(1)

NAV per share determined as of the last day in the relevant quarter and therefore may not reflect the NAV per share on the date of the high and low sales prices. The NAVs shown are based on outstanding shares at the end of each period.

(2)

Calculated as of the respective high or low closing sales price divided by the quarter end NAV.

(3)

We have adopted an “opt out” DRIP for our common stockholders. As a result, if we declare a distribution, then stockholders’ cash distributions are automatically reinvested in additional shares of our common stock, unless they specifically opt out of the DRIP so as to receive cash distributions.

(4)

Through March 28, 2024.

 

 

The last reported price for our common stock on March 28, 2024 was $11.37 per share. Our NAV per share on December 31, 2023 (the last date prior to the date of this prospectus on which we determined NAV) was $9.71. The closing sales price of our shares on Nasdaq on December 29, 2023 (the last business day before December 31, 2023) was $13.17, which represented a 35.63% premium to NAV per share. As of March 28, 2024, we had 21 stockholders of record, which did not include stockholders for whom shares are held in nominee or “street” name.

 

Shares of BDCs may trade at a market price that is less than the NAV that is attributable to those shares. The possibility that our shares of common stock will trade at a discount from NAV or at a premium that is unsustainable over the long term is separate and distinct from the risk that our NAV will decrease. It is not possible to predict whether our shares will trade at, above or below NAV in the future.

 

 

Issuer Purchases of Equity Securities

 

On April 28, 2023, our Board extended a previously authorized stock repurchase plan which allows us to repurchase up to $5.0 million of our outstanding common stock. Unless extended by our Board, the repurchase program will expire on the earlier of June 30, 2024 and the repurchase of $5.0 million of common stock. The following table provides information regarding our purchases of our common stock for each quarter since the announcement of the stock repurchase plan through the quarter ended December 31, 2023:

 

Period

 

Total
Number of
Shares
Purchased

   

Average Price
Paid per

Share

   

Total

Number
of Shares
Purchased as
Part of

Publicly
Announced
Plans or
Programs

   

Approximate
Dollar Value

of
Shares that

May
Yet Be
Purchased

Under
the Plans or
Programs

 
   

(In thousands, except share and per share data)

 

October 1, 2015 through December 31, 2015

    113,382     $ 11.53       113,382     $ 3,693  

January 1, 2016 through March 31, 2016

        $           $ 3,693  

April 1, 2016 through June 30, 2016

        $           $ 3,693  

July 1, 2016 through September 30, 2016

    1,319     $ 11.54       1,319     $ 3,678  

October 1, 2016 through December 31, 2016

    46,841     $ 10.63       46,841     $ 3,180  

January 1, 2017 through March 31, 2017

        $           $ 3,180  

April 1, 2017 through June 30, 2017

        $           $ 3,180  

July 1, 2017 through September 30, 2017

    5,923     $ 9.97       5,923     $ 3,121  

October 1, 2017 through December 31, 2017

        $           $ 3,121  

January 1, 2018 through March 31, 2018

        $           $ 3,121  

April 1, 2018 through June 30, 2018

        $           $ 3,121  

July 1, 2018 through September 30, 2018

        $           $ 3,121  

October 1, 2018 through December 31, 2018

        $           $ 3,121  

January 1, 2019 through March 31, 2019

        $           $ 3,121  

April 1, 2019 through June 30, 2019

        $           $ 3,121  

July 1, 2019 through September 30, 2019

        $           $ 3,121  

October 1, 2019 through December 31, 2019

        $           $ 3,121  

January 1, 2020 through March 31, 2020

        $           $ 3,121  

April 1, 2020 through June 30, 2020

        $           $ 3,121  

July 1, 2020 through September 30, 2020

        $           $ 3,121  

October 1, 2020 through December 31, 2020

        $           $ 3,121  

January 1, 2021 through March 31, 2021

        $           $ 3,121  

April 1, 2021 through June 30, 2021

        $           $ 3,121  

July 1, 2021 through September 30, 2021

        $           $ 3,121  

October 1, 2021 through December 31, 2021

        $           $ 3,121  

January 1, 2022 through March 31, 2022

        $           $ 3,121  

April 1, 2022 through June 30, 2022

        $           $ 3,121  

July 1, 2022 through September 30, 2022

        $           $ 3,121  

October 1, 2022 through December 31, 2022

        $           $ 3,121  

January 1, 2023 through March 31, 2023

        $           $ 3,121  

April 1, 2023 through June 30, 2023

        $           $ 3,121  

July 1, 2023 through September 30, 2023

        $           $ 3,121  

October 1, 2023 through December 31, 2023

        $           $ 3,121  

Total

    167,465     $ 11.22       167,465          

 

 

Any shares repurchased by us may have the effect of maintaining the market price of our common stock or retarding a decline in the market price of the common stock, and, as a result, the price of our common stock may be higher than the price that otherwise might exist in the open market. In addition, as any shares repurchased pursuant to the stock repurchase plan will be purchased at a price below the net asset value per share as reported in our most recent financial statements, share repurchases may have the effect of increasing our net asset value per share.

 

Distributions

 

We intend to continue making monthly distributions to our stockholders. The timing and amount of our monthly distributions, if any, is determined by our Board. Any distributions to our stockholders are declared out of assets legally available for distribution. We monitor available net investment income to determine if a tax return of capital may occur for the fiscal year. To the extent our taxable earnings fall below the total amount of our distributions for any given fiscal year, a portion of those distributions may be considered a return of capital to our common stockholders for U.S. federal income tax purposes. Thus, the source of distribution to our stockholders may be the original capital invested by the stockholder rather than our income or gains. Stockholders should read any written disclosure accompanying a distribution payment carefully and should not assume that the source of any distribution is our ordinary income or gains.

 

In order to qualify to be subject to tax as a RIC, we must meet certain source-of-income, asset diversification and annual distribution requirements. Generally, in order to qualify as a RIC, we must derive at least 90% of our gross income during each tax year from dividends, interest, payments with respect to certain securities, loans, gains from the sale or other disposition of stock, securities or foreign currencies, or other income derived with respect to our business of investing in stock or other securities. We must also meet certain asset diversification requirements at the end of each quarter of each tax year. Failure to meet these diversification requirements on the last day of a quarter may result in us having to dispose of certain investments quickly in order to prevent the loss of RIC status. Any such dispositions could be made at disadvantageous prices or times, and may cause us to incur substantial losses.

 

 

In addition, in order to be eligible for the special tax treatment accorded to RICs and to avoid the imposition of corporate level tax on the income and gains we distribute to our stockholders, each tax year we are required under the Code to distribute as dividends of an amount generally at least 90% of our investment company taxable income, determined without regard to any deduction for dividends paid to our stockholders. We refer to such amount as the Annual Distribution Requirement. Additionally, we must distribute, in respect of each calendar year, dividends of an amount generally at least equal to the sum of 98% of our calendar year net ordinary income (taking into account certain deferrals and elections); 98.2% of our capital gain net income (adjusted for certain ordinary losses) for the one year period ending on October 31 of such calendar year; and any net ordinary income or capital gain net income for preceding years that was not distributed during such years and on which we previously did not incur any U.S. federal income tax in order to avoid the imposition of a 4% U.S. federal excise tax. If we fail to qualify as a RIC for any reason and become subject to corporate income tax, the resulting corporate income taxes could substantially reduce our net assets, the amount of income available for distribution and the amount of our distributions. Such a failure would have a material adverse effect on us and our stockholders. In addition, we could be required to recognize unrealized gains, incur substantial taxes and interest and make substantial distributions in order to re-qualify as a RIC. We cannot assure stockholders that they will receive any distributions.

 

Depending on the level of taxable income earned in a tax year, we may choose to carry forward taxable income in excess of current year distributions into the next tax year and pay a 4% U.S. federal excise tax on such undistributed income. Distributions of any such carryover taxable income must be made through a distribution declared as of the earlier of the filing date of the corporate income tax return related to the tax year in which such taxable income was generated or the 15th day of the ninth month following the end of such tax year, in order to count towards the satisfaction of the Annual Distribution Requirement for the tax year in which such taxable income was generated. We can offer no assurance that we will achieve results that will permit the payment of any cash distributions and, if we issue senior securities, we may be prohibited from making distributions if doing so causes us to fail to maintain the asset coverage stipulated by the 1940 Act or if distributions are limited by the terms of any of our borrowings. See “Material U.S. Federal Income Tax Considerations.”

 

We have adopted an “opt out” DRIP for our common stockholders. As a result, if we make a distribution, then stockholders’ cash distributions are automatically reinvested in additional shares of our common stock, unless they specifically opt out of the DRIP. If a stockholder opts out, that stockholder receives cash distributions. Although distributions paid in the form of additional shares of common stock are generally subject to U.S. federal, state and local taxes, stockholders participating in our DRIP do not receive any corresponding cash distributions with which to pay any such applicable taxes. We may use newly issued shares to implement the DRIP, or we may purchase shares in the open market in connection with our obligations under the DRIP.

 

 

MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The information in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our most recent Annual Report on Form 10-K is incorporated herein by reference.

 

 

SENIOR SECURITIES

 

Information about our senior securities is shown in the following table as of December 31, 2023, 2022, 2021, 2020, 2019, 2018, 2017, 2016, 2015, and 2014 and was included in or derived from our consolidated financial statements for the year ended December 31, 2023, which were audited by RSM US LLP, our independent registered public accounting firm. This information about our senior securities should be read in conjunction with our audited consolidated financial statements and related notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

 

Class and Year

 

Total Amount

Outstanding

Exclusive of

Treasury

Securities(1)

   

Asset

Coverage per

Unit(2)

   

Involuntary

Liquidation

Preference

per Unit(3)

   

Average

Market

Value per

Unit(4)

 
   

(in thousands, except unit data)

 

Credit facilities

                               

2023

  $ 251,000     $ 3,147             N/A  

2022

  $ 181,750     $ 4,169             N/A  

2021

  $ 132,250     $ 3,823             N/A  

2020

  $ 50,250     $ 7,965             N/A  

2019

  $ 17,000     $ 19,908             N/A  

2018

  $ 90,500     $ 2,896             N/A  

2017

  $ 58,000     $ 3,973             N/A  

2016

  $ 63,000     $ 3,733             N/A  

2015

  $ 68,000     $ 4,048             N/A  

2014

  $ 10,000     $ 22,000             N/A  

2027 Notes

                               

2023

  $ 57,500     $ 13,739           $ 24.26  

2022

  $ 57,500     $ 13,179           $ 24.09  

2021

                       

2020

                       

2019

                       

2018

                       

2017

                       

2016

                       

2015

                       

2014

                       

2026 Notes

                               

2023

  $ 57,500     $ 13,739           $ 23.75  

2022

  $ 57,500     $ 13,179           $ 24.45  

2021

  $ 57,500     $ 8,793           $ 25.90  

2020

                       

2019

                       

2018

                       

2017

                       

2016

                       

2015

                       

2014

                       

2022 Notes

                               

2023

                       

2022

                       

2021

                       

2020

  $ 37,375     $ 10,708           $ 24.60  

2019

  $ 37,375     $ 9,055           $ 25.53  

2018

  $ 37,375     $ 7,014           $ 25.52  

2017

  $ 37,375     $ 6,166           $ 25.66  

2016

                       

2015

                       

2014

                       

2019 Notes

                               

2023

                       

2022

                       

2021

                       

2020

                       

2019

                       

2018

                       

2017

                       

2016

  $ 33,000     $ 7,127           $ 25.42  

2015

  $ 33,000     $ 8,342           $ 25.26  

2014

  $ 33,000     $ 6,667           $ 25.64  

2022-1 Securitization

                               

2023

  $ 100,000     $ 7,900             N/A  

2022

  $ 100,000     $ 7,578             N/A  

2021

                       

2020

                       

2019

                       

2018

                       

2017

                       

2016

                       

2015

                       

2014

                       

2019-1 Securitization

                               

2023

                      N/A  

2022

  $ 42,573     $ 17,799             N/A  

2021

  $ 70,500     $ 7,171             N/A  

2020

  $ 100,000     $ 4,002             N/A  

2019

  $ 100,000     $ 3,384             N/A  

2018

                       

2017

                       

2016

                       

2015

                       

2014

                       

2013-1 Securitization

                               

2023

                      N/A  

2022

                      N/A  

2021

                      N/A  

2020

                      N/A  

2019

                      N/A  

2018

                      N/A  

2017

                      N/A  

2016

                      N/A  

2015

  $ 14,546     $ 18,926             N/A  

2014

  $ 38,753     $ 5,677             N/A  

Total senior securities

                               

2023

  $ 466,000     $ 1,695                

2022

  $ 439,323     $ 1,725                

2021

  $ 260,250     $ 1,943                

2020

  $ 187,625     $ 2,133             N/A  

2019

  $ 154,375     $ 2,192             N/A  

2018

  $ 127,875     $ 2,050             N/A  

2017

  $ 95,375     $ 2,416             N/A  

2016

  $ 96,000     $ 2,450             N/A  

2015

  $ 115,546     $ 2,383             N/A  

2014

  $ 81,753     $ 2,691             N/A  

 


(1)

Total amount of senior securities outstanding at the end of the period presented.

(2)

Asset coverage per unit is the ratio of the original cost less accumulated depreciation, amortization or impairment of the Company’s total consolidated assets, less all liabilities and indebtedness not represented by senior securities, to the aggregate amount of senior securities representing indebtedness. Asset coverage per unit is expressed in terms of dollar amounts per $1,000 of indebtedness.

(3)

The amount which the holder of such class of senior security would be entitled upon the voluntary liquidation of the applicable issuer in preference to any security junior to it. The “—” in this column indicates that the SEC expressly does not require this information to be disclosed for certain types of securities.

(4)

Not applicable to the Company’s credit facilities, 2013-1 Securitization, 2019‑1 Securitization and 2022-1 Securitization because such securities are not registered for public trading. 

 

 

BUSINESS

 

Please refer to “Business” in Part I, Item 1 of our most recent Annual Report on Form 10-K and “Legal Proceedings” in Part I, Item 3 of our most recent Annual Report on Form 10-K.

 

 

PORTFOLIO COMPANIES

 

The following table sets forth certain information as of December 31, 2023 for each portfolio company in which we had a debt, equity or other investment. Other than these investments, our only relationships with our portfolio companies involve the managerial assistance we may separately provide to our portfolio companies, such services being ancillary to our investments, and the board observer or participation rights we may receive in connection with our investment. Except as noted, we do not “control” our portfolio companies, each as defined in the 1940 Act. In general, under the 1940 Act, we would “control” a portfolio company if we owned more than 25% of its voting securities.

 

 

Portfolio Company (1)(3)

 

Sector

 

Type of

Investment

(7)

 

Cash Rate

(4)

 

Index

 

Margin

   

Floor

   

Ceiling

   

ETP

(9)

 

Maturity Date

 

Principal Amount

(in thousands)

   

Cost of Investments

(in thousands)

(6)(8)

   

Fair Value

(in thousands)

(8)

 

Non-Affiliate Investments

                                                                       

Non-Affiliate Debt Investments

                                                                       

Non-Affiliate Debt Investments Life Science

                                                                       

Castle Creek Biosciences, Inc. (2)(11)

 

Biotechnology

 

Term Loan

    13.25 %

Prime

    4.75 %     9.55 %     13.50 %     5.50 %

May 1, 2026

    5,000       4,979       4,979  

405 Eagleview Boulevard

     

Term Loan

    13.25 %

Prime

    4.75 %     9.55 %     13.50 %     5.50 %

May 1, 2026

    5,000       4,979       4,979  

Exton, PA 19341

     

Term Loan

    13.25 %

Prime

    4.75 %     9.55 %     13.50 %     5.50 %

May 1, 2026

    3,000       2,987       2,987  
       

Term Loan

    13.25 %

Prime

    4.75 %     9.55 %     13.50 %     5.50 %

May 1, 2026

    5,000       4,979       4,979  
       

Term Loan

    13.25 %

Prime

    4.75 %     9.55 %     13.50 %     5.50 %

May 1, 2026

    5,000       4,979       4,979  
       

Term Loan

    13.25 %

Prime

    4.75 %     9.55 %     13.50 %     5.50 %

May 1, 2026

    3,000       2,987       2,987  
                                                                             

Emalex Biosciences, Inc. (2)(11)

 

Biotechnology

 

Term Loan

    13.22 %

Prime

    4.72 %     9.75 %     -       5.00 %

June 1, 2024

    1,414       1,410       1,410  

330 N. Wabash Avenue, Suite 3500

     

Term Loan

    13.22 %

Prime

    4.72 %     9.75 %     -       5.00 %

June 1, 2024

    1,414       1,410       1,410  

Chicago, IL 60611

     

Term Loan

    13.22 %

Prime

    4.72 %     9.75 %     -       5.00 %

November 1, 2025

    5,000       4,950       4,950  
                                                                             

Greenlight Biosciences, Inc. (2)(11)

     

Term Loan

    13.22 %

Prime

    4.72 %     9.75 %     -       5.00 %

May 1, 2026

    5,000       4,949       4,949  

200 Boston Avenue Suite #3100

 

Biotechnology

 

Term Loan

    14.25 %

Prime

    5.75 %     9.00 %     -       3.00 %

July 1, 2025

    3,000       2,914       2,870  

Medford, MA 02155

                                                                           
                                                                             

KSQ Therapeutics, Inc. (2)(11)

     

Term Loan

    14.25 %

Prime

    5.75 %     9.00 %     -       3.00 %

July 1, 2025

    1,500       1,458       1,436  

4 Maguire Road

                                                                           

Lexington, MA 02421

 

Biotechnology

 

Term Loan

    13.25 %

Prime

    4.75 %     8.50 %     -       5.50 %

May 1, 2027

    6,250       6,199       6,199  
                                                                             

Native Microbials, Inc (2)(11)

     

Term Loan

    13.25 %

Prime

    4.75 %     8.50 %     -       5.50 %

May 1, 2027

    6,250       6,199       6,199  

10255 Science Center Drive, #C2

                                                                           

San Diego, CA 92121

 

Biotechnology

 

Term Loan

    13.75 %

Prime

    5.25 %     8.50 %     -       5.00 %

November 1, 2026

    3,750       3,716       3,716  
                                                                             

PDS Biotechnology Corporation (2)(5)(11)

     

Term Loan

    13.75 %

Prime

    5.25 %     8.50 %     -       5.00 %

November 1, 2026

    2,500       2,478       2,478  

25B Vreeland Road, Suite 300

 

Biotechnology

 

Term Loan

    14.25 %

Prime

    5.75 %     9.75 %     -       3.75 %

September 1, 2026

    10,000       9,911       9,911  

Florham Park, NJ 07932

     

Term Loan

    14.25 %

Prime

    5.75 %     9.75 %     -       3.75 %

September 1, 2026

    3,750       3,717       3,717  
                                                                             

Provivi, Inc. (2)(11)

     

Term Loan

    14.25 %

Prime

    5.75 %     9.75 %     -       3.75 %

September 1, 2026

    3,750       3,717       3,717  

1701 Colorado Ave

 

Biotechnology

 

Term Loan

    13.86 %

Prime

    5.36 %     9.50 %     -       5.50 %

December 1, 2024

    4,666       4,579       4,414  

Santa Monica, CA 90404

     

Term Loan

    13.86 %

Prime

    5.36 %     9.50 %     -       5.50 %

December 1, 2024

    4,666       4,579       4,414  
       

Term Loan

    13.86 %

Prime

    5.36 %     9.50 %     -       5.50 %

December 1, 2024

    2,333       2,281       2,199  
       

Term Loan

    13.86 %

Prime

    5.36 %     9.50 %     -       5.50 %

December 1, 2024

    2,333       2,281       2,199  
       

Term Loan

    13.86 %

Prime

    5.36 %     9.50 %     -       5.50 %

December 1, 2024

    2,333       2,278       2,196  
                                                                             

Stealth Biotherapeutics Inc. (2)(11)

     

Term Loan

    13.86 %

Prime

    5.36 %     9.50 %     -       5.50 %

December 1, 2024

    2,333       2,278       2,196  

123 Highland Avenue, Suite 201

 

Biotechnology

 

Term Loan

    14.00 %

Prime

    5.50 %     8.75 %     -       6.00 %

October 1, 2025

    4,250       4,193       4,193  

Needham, MA 02494

                                                                           
                                                                             

Tallac Therapeutics, Inc. (2)(11)

     

Term Loan

    14.00 %

Prime

    5.50 %     8.75 %     -       6.00 %

October 1, 2025

    2,125       2,096       2,096  

866 Malcolm Road, Suite 100

 

Biotechnology

 

Term Loan

    12.75 %

Prime

    4.25 %     12.25 %     -       4.00 %

August 1, 2027

    2,500       2,230       2,230  

Burlingame, CA 94010

                                                                           
                                                                             

Aerobiotix, LLC (2)(11)

     

Term Loan

    12.75 %

Prime

    4.25 %     12.25 %     -       4.00 %

August 1, 2027

    2,500       2,459       2,459  

444 Alexandersville Road

 

Medical Device

 

Term Loan

    9.00 %

Fixed

    -       -       -       18.00 %

April 1, 2028

    2,500       2,468       2,342  

Miamisburg, OH 45342

     

Term Loan

    9.00 %

Fixed

    -       -       -       18.00 %

April 1, 2028

    2,500       2,468       2,342  
                                                                             

Candesant Biomedical, Inc. (2)(11)

     

Term Loan

    9.00 %

Fixed

    -       -       -       18.00 %

June 30, 2024

    200       200       190  

3856 Bay Center Place

 

Medical Device

 

Term Loan

    12.00 %

Prime

    3.50 %     11.50 %     -       5.00 %

September 1, 2027

    5,000       4,757       4,757  

Hayward, CA 94545

     

Term Loan

    12.00 %

Prime

    3.50 %     11.50 %     -       5.00 %

September 1, 2027

    2,500       2,454       2,454  
                                                                             

Ceribell, Inc. (2)(11)

     

Term Loan

    12.00 %

Prime

    3.50 %     11.50 %     -       5.00 %

September 1, 2027

    2,500       2,454       2,454  
360 N Pastoria Avenue                                                                            

Sunnyvale, CA 94805

 

Medical Device

 

Term Loan

    12.00 %

Prime

    3.50 %     8.25 %     -       5.50 %

October 1, 2024

    3,750       3,738       3,738  
       

Term Loan

    12.00 %

Prime

    3.50 %     8.25 %     -       5.50 %

October 1, 2024

    3,750       3,738       3,738  
       

Term Loan

    12.00 %

Prime

    3.50 %     8.25 %     -       5.50 %

October 1, 2024

    1,875       1,866       1,866  
                                                                             

Cognoa, Inc. (2)(11)

     

Term Loan

    12.00 %

Prime

    3.50 %     8.25 %     -       5.50 %

October 1, 2024

    1,875       1,866       1,866  

2185 Park Blvd.

 

Medical Device

 

Term Loan

    14.00 %

Prime

    5.50 %     8.75 %     -       6.00 %

August 1, 2026

    4,583       4,546       4,546  

Palo Alto, CA 94306