Horizon Technology Finance Corp美股招股说明书(2025-12-12版)

$57,500,000 Horizon Technology Finance Corporation7.00% Notes due 2028 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 out “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. Our investmentobjective is to maximize our investment portfolio’s total return by generating current income from the debt investments we make andcapital appreciation from the warrants we receive when making such debt investments. We are focused on making secured debtinvestments, which we refer to as “Venture Loans,” to venture capital and private equity backed companies and publicly tradedcompanies in our Target Industries, which we refer to as “Venture Lending.” Our debt investments are typically secured by first liensor first liens behind a secured revolving line of credit, or collectively ‘Senior Term Loans.” We are offering $57,500,000 in aggregate principal amount of 7.00% notes due 2028 (the “Notes”). The Notes will mature onDecember 15, 2028. We will pay interest on the Notes semi-annually on June 15 and December 15 of each year, beginning on June15, 2026. We may redeem the Notes in whole or in part at any time or from time to time, at the redemption price set forth under thesection titled “Description of the Notes—Optional Redemption” in this prospectus supplement. In addition, holders of the Notes canrequire us to repurchase some or all of the Notes at a purchase price equal to 100% of their principal amount, plus accrued and unpaidinterest to, but not including, the repurchase date, upon the occurrence of a Change of Control Repurchase Event (as defined herein).The Notes will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Notes will be our direct unsecured obligations and rank equal in right of payment with all outstanding and future unsecured,unsubordinated indebtedness issued by us. Because the Notes will not be secured by any of our assets, they will be effectivelysubordinated to all of our existing and future secured indebtedness (or any indebtedness that is initially unsecured as to which wesubsequently grant a security interest) to the extent of the value of the assets securing such indebtedness. The Notes will bestructurally subordinated to all existing and future indebtedness and other obligations of any of our subsidiaries because the Noteswill be obligations exclusively of Horizon Technology Finance Corporation and not of any of our subsidiaries. We do not intend to list the Notes on any securities exchange or automated dealer quotation system. (1)Before deducting offering expenses payable by us related to this offering, which we estimate will be approximately$200,000. Table of Contents The securities in which we invest are generally not rated by any rating agency, and if they were rated, they would be belowinvestment grade rather lower than “Baa3” by Moody’s Investors Service and lower than “BBB-“ by Fitch Ratings or Standard &Poor’s Ratings Services (“S&P”)). These securities, which may be referred to as “junk bonds,” “high yield bonds” or “leveragedloans,” have predominantly speculative characteristic with respect to the issuer’s capacity to pay interest and repay principal. Investing in our Notes should be considered highly speculative and involves a high degree of risk, including the risk of asubstantial loss of investment and the risk of leverage and dilution. Before purchasing any of our Notes, you should read thediscussion of the principal risks of investing in our securities, including the risk of leverage, which are summarized in the“Risk Factors”sections of this prospectus supplement, the accompanying prospectus, in our most recent Annual Report onForm 10-K, in our most recent Quarterly Report on Form 10-Q, in any of our other filings with the Securities and ExchangeCommission (the“SEC”), and in any free writing prospectus. This prospectus supplement, the accompanying prospectus, and any free writing prospectus contain important information youshould know before investing in the Notes, and should be retained for future reference. Please read these documents before you investand retain them for future reference. We file annual, quarterly and current reports, proxy statements and other information about uswith the SEC. We maintain a website atwww.horizontechfinance.comand 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 Avenu