10-K/A: Horizon Technology Finance Corp. Files 10-K/A Amendment

Horizon Technology Finance Corporation has filed an Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, to include Part III information previously omitted.

Summary

• Horizon Technology Finance Corporation (the Company) is filing an Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
• This amendment is being filed to include Part III information, which was intended to be incorporated by reference from the Company's definitive proxy statement but will not be filed within the required 120-day window.
• The amendment updates and supplements Part III and Part IV of the Form 10-K, including Item 15, and adds new certifications from the principal executive and financial officers.
• The filing does not alter the Company's financial statements or notes to the financial statements from the original report.
• The report details the Board of Directors structure, including independent and interested directors, and notes that several directors are expected to resign in connection with the merger with Monroe Capital Corporation.
• Information on executive officers, corporate governance policies, board meetings, and committee activities is provided.
• Director compensation for the year ended December 31, 2025, is detailed, with independent directors receiving annual fees and committee members receiving additional fees.
• The company does not have employees and relies on services provided by its Advisor, Horizon Technology Finance Management LLC.
• Security ownership by directors and executive officers is disclosed, with Robert D. Pomeroy, Jr. holding the largest beneficial ownership among interested directors.
• Potential conflicts of interest related to the Investment Management Agreement and co-investment opportunities are discussed, along with the updated co-investment exemptive relief received from the SEC on December 17, 2025.
• The company incurred $1.5 million in expenses and fees under the Administration Agreement for the year ended December 31, 2025.
• Details regarding the merger agreement with Monroe Capital Corporation (MRCC) and the asset purchase agreement with Monroe Capital Income Plus Corporation (MCIP) are included.
• The principal accounting fees and services for the independent registered public accounting firm, RSM US LLP, for the years 2025 and 2024 are itemized.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral, as it is a procedural amendment to an annual report and does not contain new financial performance data or strategic announcements beyond the ongoing merger.

Positives

• The company is proactively filing an amendment to ensure all required information is included in its annual report.
• New certifications from the principal executive and financial officers under Sarbanes-Oxley Act rules demonstrate adherence to regulatory requirements.
• The Board of Directors has a majority of independent directors (six out of eight as of March 3, 2026), aligning with corporate governance best practices.
• The company has adopted a Code of Conduct and a Code of Ethics, with policies in place to manage potential conflicts of interest.
• The Audit Committee has an audit committee financial expert, Mr. Bottiglieri, as defined by Regulation S-K.
• The company has received updated co-investment exemptive relief from the SEC, allowing for more flexible co-investment transactions.
• All Section 16(a) filing requirements for directors and executive officers were met in a timely manner for the year ended December 31, 2025.

Negatives

• The need to file an amendment indicates a delay in providing complete information for the annual report, specifically Part III information.
• The Chairman of the Board is an interested person, which could be perceived as a governance concern.
• Several directors are expected to resign due to the merger with Monroe Capital Corporation, indicating a significant transition.
• The fee structure of the Investment Management Agreement creates potential conflicts of interest for the Advisor.
• The company relies on an external advisor for its operations, meaning its day-to-day management and investment decisions are handled by a third party.

Risks

• Potential conflicts of interest may arise from the Advisor managing multiple investment vehicles with similar strategies.
• The allocation of investment opportunities among different clients managed by the Advisor may not always be in the Company's favor.
• Changes to the co-investment exemptive relief or SEC guidance could impact investment allocations and potentially decrease allocations to the Company.
• The merger with Monroe Capital Corporation introduces a period of transition and potential integration challenges.

Future Outlook

The filing primarily concerns the amendment of a previously filed annual report and does not contain specific forward-looking financial guidance. However, it does mention the ongoing merger with Monroe Capital Corporation, which will impact the company's future structure and operations.

Management Comments

• "Based on my knowledge, the Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the Report."
• "The Company is filing this Amendment to include the Part III information in the Annual Report on Form 10-K for the year ended December 31, 2025, because a definitive proxy statement containing such information will not be filed by the Company within 120 days after the end of the fiscal year covered by the Original Report."
• "The Board believes the current structure of the Board provides appropriate guidance and oversight while also enabling ample opportunity for direct communication and interaction between management and the Board."
• "The Company does not currently have any employees and does not expect to have any employees. Services necessary for the Companys business are provided by individuals who are employees of the Advisor or its affiliates..."
• "The Advisor has put in place policies and procedures designed to manage potential conflicts of interest between its fiduciary obligations to the Company and its similar fiduciary obligations to other clients."

Industry Context

StockSavvy.ai notes that this filing is a procedural amendment to an annual report, common for companies that need to incorporate additional information after the initial filing deadline. The ongoing merger with Monroe Capital Corporation is a significant strategic event within the business development company (BDC) sector, which often sees consolidation.

Management Changes

Corporate Governance

Related Party Transactions

• The Advisor (Horizon Technology Finance Management LLC) provides investment management and administration services to the Company.
• The Advisor receives a management fee based on gross assets and an incentive fee based on performance.
• Certain officers and employees of the Advisor also serve as officers and directors of the Company.
• The Advisor may manage other investment vehicles with similar or overlapping strategies, creating potential conflicts in opportunity allocation.
• The Company reimburses the Administrator for allocable portions of compensation for its Chief Financial Officer and Chief Compliance Officer.
• The Company entered into an Agreement and Plan of Merger with Monroe Capital Corporation and its related entities.
• The Advisor has granted the Company a license to use the name Horizon Technology Finance.

Stakeholder Impact

• Shareholders: The ongoing merger with Monroe Capital Corporation will result in a significant change to the company's structure and potentially its investment strategy. The inclusion of Part III information in the amended 10-K provides greater transparency.
• Employees: The company has no employees; services are provided by the Advisor's staff, so direct employee impact is minimal.
• Creditors: The company's debt instruments, such as the 6.25% Notes due 2027, remain in place, but the merger could affect covenants or future financing arrangements.
• Management: Executive officers and directors are subject to corporate governance policies, codes of conduct, and potential changes related to the merger.

Next Steps

• The company will proceed with its merger with Monroe Capital Corporation.
• The Part III information will be incorporated into the amended Form 10-K.
• The company will continue to operate under its investment advisory and administration agreements.

Key Dates

Keywords

Horizon Technology Finance Corporation, 10-K/A, Amendment, Annual Report, SEC Filing, Corporate Governance, Board of Directors, Executive Officers, Sarbanes-Oxley Act, Merger, Monroe Capital Corporation, Investment Management, Related Party Transactions, Co-investment