Horizon Technology Finance Corp美股招股说明书(2025-09-04版)

Horizon Technology Finance Corporation $40,000,0005.50% Convertible Notes due 2030andShares of Common Stock Issuable upon Conversion of the 2030 Notes 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.” We are an externallymanaged, closed-end, non-diversified management investment company that has elected to be regulated as a business developmentcompany, or BDC, under the Investment Company Act of 1940, as amended. We are externally managed by Horizon TechnologyFinance Management LLC, a registered investment adviser under the Investment Advisers Act of 1940, as amended. Ourinvestment objective is to maximize our investment portfolio’s total return by generating current income from the debt investmentswe make and capital appreciation from the warrants we receive when making such debt investments. We are focused on makingsecured debt investments, which we refer to as “Venture Loans,” to venture capital and private equity backed companies andpublicly traded companies in our Target Industries, which we refer to as “Venture Lending.” Our debt investments are typicallysecured by first liens or first liens behind a secured revolving line of credit, or collectively “Senior Term Loans.” We are offering $40,000,000 principal amount of our 5.50% Convertible Notes due 2030 (the “Convertible Notes” or “2030Notes”) to certain funds managed by Eagle Point Credit Management LLC or certain of its affiliatesand Yorkville AdvisersGlobal, LLP (the “Investors”), pursuant to this prospectus supplement and the accompanying prospectus. The Convertible Noteshave been registered pursuant to an effective shelf registration statement on Form N-2 (File No. 333-278396), as amended, whichwas declared effective on June 20, 2024. We are not using a placement agent in connection with this offering. On September 4,2025, we entered into a Note Purchase Agreement (the “NPA”) with the Investors pursuant to which the Investors will purchasefrom us Convertible Notes in the aggregate principal amount of $40,000,000. The Convertible Notes will bear interest at a rate of 5.50% per year, or 11% upon the occurrence of an Event of Default (as definedbelow), payable monthly in arrears on the last day of each month, beginning on September 30, 2025. The Convertible Notes willmature on September 4, 2030 (the “Maturity Date”). The 2030 Notes shall be redeemable in whole or in part at any time or fromtime to time, at the option of the Company, on or after March 4, 2026. No sinking fund is provided for the Convertible Notes. The registration of the issuance of our common stock hereunder does not necessarily mean that the Investors will convert the Notesinto common stock. We will not receive any of the proceeds from the issuance from time to time of the shares of common stockupon conversion by the Investors. Holders may convert their Convertible Notes into our common stock at their option at any time on or after October 4, 2025, thedate that is thirty (30) days after the issuance of the Convertible Notes, and prior to the close of business on the business dayimmediately preceding the Maturity Date, once or more times per calendar month, only under the following circumstances: (1) anysuch conversion will not result in an Investor beneficially owning more than 4.99%of the outstanding common stock of theCompany; and (2) the maximum number of shares converted as a result of investors exercising their conversion option will notexceed any limitation imposed by the exchange on which the Company’s common stock is listed or traded (as may be increased byshareholder approval or other provisions of such exchange). The conversion price (the “Conversion Price”) of the Convertible Notes shall be the greater of (i) the volume-weighted averageclosing sale price for the five trading days immediately prior to the relevant conversion date and (ii) the most recently reported netasset value per share of our common stock. The Convertible Notes are our unsecured obligations and will rank senior in right of payment to our future indebtedness that isexpressly subordinated in right of payment to the Convertible Notes; equal in right of payment to our existing and futureindebtedness that is not so subordinated; effectively junior in right of payment to any of our secured indebtedness (includingunsecured indebtedness that we later secure) to the extent of the value of the assets securing such indebtedness; and structurallyjunior to all existing and future indebtedness (including trade payables) incurred by our subsidiaries, financing vehicles or similarfacilities. Table of Contents We do not intend to apply to list the Convertible Notes on any securities exchange or any automated dealer quotation system. Ourcommon stock is listed on the Nasdaq Global Select Market, or Nasdaq, under the symbol “HR