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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark One)
⌧ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2021
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER: 814-00802
HORIZON TECHNOLOGY FINANCE CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of
incorporation or organization)
312 Farmington Avenue,
Farmington, CT
(Address of principal executive offices)
27-2114934
(I.R.S. Employer
Identification No.)
06032
(Zip Code)
Registrant’s telephone number, including area code (860) 676-8654
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, par value $0.001 per share
4.875% Notes due 2026
Ticker symbol(s)
HRZN
HTFB
Name of each exchange on which registered
The Nasdaq Stock Market LLC
The New York Stock Exchange
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ⌧.
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ⌧.
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes
⌧ No ☐.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§
232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth
company. See the definitions of “accelerated filer,” “large accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐
Emerging Growth Company ☐
Accelerated filer ☐
Non-accelerated filer ⌧
Smaller Reporting Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ⌧.
The aggregate market value of common stock held by non-affiliates of the Registrant on June 30, 2021 based on the closing price on that date of $17.27 on the Nasdaq
Global Select Market was $340.0 million. For the purposes of calculating this amount only, all directors and executive officers of the Registrant have been treated as affiliates.
There were 21,473,728 shares of the Registrant’s common stock outstanding as of February 28, 2022.
Documents Incorporated by Reference: Portions of the Registrant’s Proxy Statement relating to the Registrant’s 2022 Annual Meeting of Stockholders to be filed not later
than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K are incorporated by reference into Part III of this Annual Report on Form 10-K.
Table of Contents
HORIZON TECHNOLOGY FINANCE CORPORATION
FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2021
TABLE OF CONTENTS
Business
Item 1.
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2.
Item 3.
Item 4.
Properties
Legal Proceedings
Mine Safety Disclosures
PART I
PART II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
[Reserved]
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 6.
Item 7.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Consolidated Financial Statements and Supplementary Data
Item 8.
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A. Controls and Procedures
Item 9B. Other Information
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Item 11.
Item 12.
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 14.
Principal Accounting Fees and Services
Item 15.
Exhibits, Financial Statement Schedules
Signatures
PART IV
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In this annual report on Form 10-K, except where the context suggests otherwise, the terms:
PART I
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“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;
“Credit II” refers to Horizon Credit II LLC, a Delaware limited liability company, which is a special purpose
bankruptcy remote entity and our direct subsidiary;
“HSLFI” refers to Horizon Secured Loan Fund I, a joint venture formed with Arena Sunset SPV, LLC, or
“Arena”. On April 21, 2020, the Company purchased all of the limited liability company interests of Arena in
HSLFI, including, without limitation, undistributed amounts owed to Arena and interest accrued and unpaid
on the debt investments of HSLFI through the date of purchase. As of April 21, 2020, HSLFI and its
subsidiary are consolidated by the Company;
“HFI” refers to Horizon Funding I, LLC, a Delaware limited liability company, which is a special purpose
bankruptcy remote entity and a wholly-owned subsidiary of HSLFI, our wholly-owned subsidiary;
“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 the credit facility where the notes are issued to the NYL Noteholders;
“Credit Facilities” refers to collectively the Key Facility and the NYL Facility;
“2022 Notes” refers to the $37.4 million aggregate principal amount of our 6.25% unsecured notes due 2022,
which were issued by us in September and October 2017 and redeemed by us on April 24, 2021;
“2026 Notes” or “Debt Securities” 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;
“2019-1 Securitization” refers to the $160.0 million securitization of secured loans we completed on
August 13, 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 2019-1 Securitization; and
The “2019-1 Trust” refers to Horizon Funding Trust 2019-1, a Delaware trust.
Some of the statements in this annual report on Form 10-K constitute forward-looking statements which apply to both us
and our consolidated subsidiaries and relate to future events, future performance or financial condition. The forward-
looking statements involve risks and uncertainties for both us and our consolidated subsidiaries and actual results could
differ materially from those projected in the forward-looking statements for any reason, including those factors described
in “Item 1A.—Risk Factors” and elsewhere in this annual report on Form 10-K.
Item 1. Business
General
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
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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.” Some of our debt investments may also be subordinated to term debt provided by third
parties. 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 subject to a 150% asset coverage agreement. As defined in the 1940 Act,
asset coverage of 150% means that for every $100 of net assets a BDC holds, it may raise up to $200 from borrowing and
issuing senior securities. 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.
Compass Horizon Funding Company LLC, or Compass Horizon, our predecessor company, commenced operations in
March 2008. We are a Delaware corporation organized in March 2010 for the purpose of acquiring Compass Horizon and
continuing its business as a public entity.
From the commencement of operations of Compass Horizon on March 4, 2008 through December 31, 2021, we
funded 224 portfolio companies and invested $1.8 billion in debt investments. As of December 31, 2021, our debt
investment portfolio consisted of 45 debt investments with an aggregate fair value of $437.3 million. As of
December 31, 2021, 87.6%, or $383.3 million, of our debt investment portfolio at fair value consisted of Senior Term
Loans. As of December 31, 2021, 23.8%, or $104.3 million, of our total debt investment portfolio at fair value was held
through our 2019-1 Securitization. As of December 31, 2021, our net assets were $245.3 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, 2021, our dollar-weighted annualized yield on average debt investments was 15.7%.
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, 2021, our investment portfolio had an overall total yield of 15.0%. We calculate the
overall total yield for any period as (1) total investment income during the period divided by (2) the average of the fair
value of 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 overall total yield 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, 2021, our debt investments had a dollar-weighted average term of 48 months from inception and a
dollar-weighted average remaining term of 38 months. As of December 31, 2021, substantially all of our debt
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investments had an original committed principal amount of between $3 million and $28 million, repayment terms of
between 15 and 60 months and bore current pay interest at annual interest rates of between 8% and 13%.
For the year ended December 31, 2021, our total return based on market value was 29.7%. 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, 2021, we held warrants to purchase stock, predominantly
preferred stock, in 73 portfolio companies, equity positions in three portfolio companies and success fee arrangements in
six portfolio companies.
Our investment activities, and our day-to-day operations, are managed by our Advisor and supervised by our board of
directors, or the Board, of which a majority of the members are independent of our Advisor. Under an investment
management agreement dated March 7, 2019, or the Investment Management Agreement, we have agreed to pay our
Advisor a base management fee and an incentive fee for its advisory services to us. The Investment Management
Agreement was considered and reapproved by our Board, including a majority of our independent directors, on October 22,
2021. We have also entered into an administration agreement, or the Administration Agreement, with our Advisor under
which we have agreed to reimburse our Advisor for our allocable portion of overhead and other expenses incurred by our
Advisor in performing its obligations under the Administration Agreement.
Our common stock began trading October 29, 2010 and is currently traded on the Nasdaq Global Select Market, or
Nasdaq, under the symbol “HRZN”.
Information available
Our principal executive office is located at 312 Farmington Avenue, Farmington, Connecticut 06032, our telephone
number is (860) 676-8654, and our internet address is www.horizontechfinance.com. We make available, free of charge, on
our website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and
amendments to those reports as soon as reasonably practicable after we electronically file such material with, or furnish it
to, the U.S. Securities and Exchange Commission, or the SEC. Information contained on our website is not incorporated by
reference into this annual report on Form 10-K and you should not consider information contained on our website to be
part of this annual report on Form 10-K or any other report we file with the SEC.
The SEC also maintains a website that contains reports, proxy and information statements and other information we
file with the SEC at www.sec.gov. Copies of these reports, proxy and information statements and other information may
also be obtained, after paying a duplicating fee, by electronic request at publicinfo@sec.gov.
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 and Chief Financial Officer, John C. Bombara, our
Executive Vice President, General Counsel and Chief Compliance Officer, Daniel S. Devorsetz, our Executive Vice
President and Chief Investment Officer and Diane Earle, our Senior Vice President and Chief Credit Officer.
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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 loans. 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,
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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 and through our 2019-1 Securitization. See “Item 7 — Management’s Discussion and Analysis of Financial
Condition and Results of Operations — Liquidity and capital resources” 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.
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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 $2.3 billion to more than 290 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 290 companies in our Target
Industries under the “Horizon Technology Finance” brand.
Competition
We compete to provide financing to development-stage companies in our Target Industries with a number of
investment funds and other BDCs, as well as traditional financial services companies such as commercial banks and other
financing sources. Some of our competitors are larger and have greater financial and other resources than we do. We
believe we compete effectively with these entities primarily on the basis of the experience, industry knowledge and
contacts of our Advisor’s investment professionals, our Advisor’s responsiveness, efficient investment analysis and
decision-making processes, its creative financing products and its customized investment terms. We do not intend to
compete primarily on the interest rates we offer and believe that some competitors make loans with rates that are
comparable to or lower than our rates. For additional information concerning our competitive position and competitive
risks, see “Item 1A — Risk Factors — General Risk Factors — We operate in a highly competitive market for investment
opportunities, and if we are not able to compete effectively, our business, results of operations and financial condition may
be adversely affected and the value of your investment in us could decline.”
Investment criteria
We seek to invest in companies that vary by their stage of development, their Target Industries and sectors of Target
Industries and their geographical location, as well as by the venture capital and private equity sponsors that support our
portfolio companies. We also seek investments in public development stage companies. While we invest in companies at
various stages of development, we require that prospective portfolio companies be beyond the seed stage of development
and have received at least their first round of venture capital or private equity financing before we will consider making an
investment. We expect a prospective portfolio company to demonstrate its ability to advance technology and increase its
value over time.
We have identified several criteria that we believe have proven, and will continue to prove, important in achieving our
investment objective. These criteria provide general guidelines for our investment decisions. However, we caution you that
not all of these criteria are met by each portfolio company in which we choose to invest.
Management. Our portfolio companies are generally led by experienced management that has in-market expertise
in the Target Industry in which the company operates, as well as extensive experience with development-stage
companies. The adequacy and completeness of the management team is assessed relative to the stage of development
and the challenges facing the potential portfolio company.
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Continuing support from one or more venture capital and private equity investors. We typically invest in
companies in which one or more established venture capital and private equity investors have previously invested and
continue to make a contribution to the management of the business. We believe that established venture capital and
private equity investors can serve as committed partners and will assist their portfolio companies and their
management teams in creating value. We take into consideration the total amount raised by the company, the valuation
history, investor reserves for future investment and the expected timing and milestones to the next equity round
financing. We also invest in public companies that we believe will continue to have access to the public markets for
additional equity capital.
Operating plan and cash resources. We generally require that a prospective portfolio company, in addition to
having sufficient access to capital to support leverage, demonstrate an operating plan capable of generating cash flows
or the ability to raise the additional capital necessary to cover its operating expenses and service its debt. Our review of
the operating plan will take into consideration existing cash, cash burn, cash runway and the milestones necessary for
the company to achieve cash flow positive operations or to access additional equity from its investors.
Enterprise and technology value. We expect that the enterprise value of a prospective portfolio company should
substantially exceed the principal balance of debt borrowed by the company. Enterprise value for private companies
includes the implied valuation based upon recent equity capital invested as well as the intrinsic value of the company’s
particular technology, service or customer base. Enterprise value for public companies is the market capitalization of
such company.
Market opportunity and exit strategy. We seek portfolio companies that are addressing market opportunities that
capitalize on their competitive advantages. Competitive advantages may include unique technology, legally protected
intellectual property, superior clinical results or significant market traction. As part of our investment analysis, we
typically also consider potential realization of our private company warrants through merger, acquisition or initial
public offering based upon comparable exits in the company’s Target Industry.
Investment process
Our Board has delegated authority for all investment decisions to our Advisor. Our Advisor, in turn, has created an
integrated approach to the loan origination, underwriting, approval and documentation process that we believe effectively
combines the skills of our Advisor’s professionals. This process allows our Advisor to achieve an efficient and timely
closing of an investment from the initial contact with a prospective portfolio company through the investment decision,
close of documentation and funding of the investment, while ensuring that our Advisor’s rigorous underwriting standards
are consistently maintained. We believe that the high level of involvement by our Advisor’s staff in the various phases of
the investment process allows us to minimize the credit risk while delivering superior service to our portfolio companies.
Origination. Our Advisor’s loan origination process begins with its industry-focused regional managing directors
who are responsible for identifying, contacting and screening prospects. These managing directors meet with key
decision makers and deal referral sources such as venture capital and private equity firms and management teams,
legal firms, accounting firms, investment banks, portfolio company advisors and other lenders to source prospective
portfolio companies. We believe our brand name and management team are well known within the Venture Lending
community, as well as by many repeat entrepreneurs and board members of prospective portfolio companies. These
broad relationships, which reach across the Venture Lending industry, give rise to a significant portion of our
Advisor’s deal origination.
The responsible managing director of our Advisor obtains materials from the prospective portfolio company and
from those materials, as well as other available information, determines whether it is appropriate for our Advisor to
issue a non-binding term sheet. The managing director bases this decision to proceed on his or her experience, the
competitive environment and the prospective portfolio company’s needs and also seeks the counsel of our Advisor’s
senior management and investment team.
Term sheet. If the managing director determines, after review and consultation with senior management, that the
potential transaction meets our Advisor’s initial credit standards, our Advisor will issue a non-binding term sheet to the
prospective portfolio company.
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The terms of the transaction are tailored to a prospective portfolio company’s specific funding needs while taking
into consideration market dynamics, the quality of the management team, the venture capital and private equity
investors involved or the ability of the prospective portfolio company to access public equity and applicable credit
criteria, which may include the prospective portfolio company’s existing cash resources, the development of its
technology and the anticipated timing for the next round of equity financing.
Underwriting. Once the term sheet has been negotiated and executed and the prospective portfolio company has
remitted a good faith deposit, we request additional due diligence materials from the prospective portfolio company
and arrange for a due diligence visit.
Due diligence. The due diligence process includes a formal visit to the prospective portfolio company’s location
and interviews with the prospective portfolio company’s senior management team. The process includes obtaining and
analyzing publicly available information from independent third parties that have knowledge of the prospective
portfolio company’s business, including, to the extent available, analysts that follow the technology market, thought
leaders in our Target Industries and important customers or partners, if any. Outside sources of information are
reviewed, including industry publications, scientific and market articles, internet publications, publicly available
information on competitors or competing technologies and information known to our Advisor’s investment team from
their experience in the technology markets.
A primary element of the due diligence process is interviewing key existing investors of the prospective portfolio
company, who are often also members of the prospective portfolio company’s board of directors. While these board
members and/or investors are not independent sources of information, their support for management and willingness to
support the prospective portfolio company’s further development are critical elements of our decision making process.
Investment memorandum. Upon completion of the due diligence process and review and analysis of all of the
information provided by the prospective portfolio company and obtained externally, our Advisor’s assigned credit
officer prepares an investment memorandum for review and approval. The investment memorandum is reviewed by
our Advisor’s Chief Investment Officer and then submitted to our Advisor’s investment committee for approval.
Investment committee. Our Advisor’s investment committee is responsible for overall credit policy, portfolio
management, approval of all investments, portfolio monitoring and reporting and managing of problem accounts. The
committee interacts with the entire staff of our Advisor to review potential transactions and deal flow. This interaction
of cross-functional members of our Advisor’s staff assures efficient transaction sourcing, negotiating and underwriting
throughout the transaction process. Portfolio performance and current market conditions are reviewed and discussed
by the investment committee on a regular basis to assure that transaction structures and terms are consistent and
current.
Loan closing and funding. Approved investments are documented and closed by our Advisor’s in-house legal and
loan administration staff. Loan documentation is based upon standard templates created by our Advisor and is
customized for each transaction to reflect the specific deal terms. The transaction documents typically include a loan
and security agreement, warrant agreement and applicable perfection documents, including applicable Uniform
Commercial Code financing statements and, as applicable, may also include a landlord agreement, patent and
trademark security grants, a subordination agreement, an intercreditor agreement and other standard agreements for
commercial loans in the Venture Lending industry. Funding requires final approval by our Advisor’s General Counsel,
Chief Executive Officer or President, Chief Financial Officer and Chief Investment Officer or Chief Credit Officer.
Portfolio management and reporting. Our Advisor maintains a “hands on” approach to maintain communication
with our portfolio companies. At least quarterly, our Advisor contacts our portfolio companies for operational and
financial updates by phone and performs reviews. Our Advisor may contact portfolio companies deemed to have
greater credit risk on a monthly or more frequent basis. Our Advisor requires all private companies to provide financial
statements, typically monthly. For public companies, our Advisor typically relies on publicly reported quarterly
financials. This allows our Advisor to identify any unexpected developments in the financial performance or condition
of our portfolio company.
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Our Advisor has developed a proprietary internal credit rating system to analyze the quality of our debt
investments. Using this system, our Advisor analyzes and then rates the credit risk within the portfolio on a quarterly
basis. Each portfolio company is rated on a 1 through 4 scale, with 3 representing the rating for a standard level of risk.
A rating of 4 represents an improved and better credit quality than existed at the time of its original underwriting. A
rating of 2 or 1 represents a deteriorating credit quality and an increased risk of loss of principal. Newly funded
investments are typically assigned a rating of 3, unless extraordinary circumstances require otherwise. These
investment ratings are generated internally by our Advisor, and we cannot guarantee that others would assign the same
ratings to our portfolio investments or similar portfolio investments.
Our Advisor closely monitors portfolio companies rated a 1 or 2 for adverse developments. In addition, our
Advisor maintains regular contact with the management, board of directors and major equity holders of these portfolio
companies in order to discuss strategic initiatives to correct the deterioration of the portfolio company.
The following table describes each rating level:
Rating
4
3
2
1
The portfolio company has performed in excess of our expectations as demonstrated by exceeding revenue
milestones, clinical milestones or other operating metrics or as a result of raising capital well in excess of
our underwriting assumptions. Generally the portfolio company displays one or more of the following: its
enterprise value greatly exceeds our loan balance; it has achieved cash flow positive operations or has
sufficient cash resources to cover the remaining balance of the loan; there is strong potential for warrant
gains from our warrants; and there is a high likelihood that the borrower will receive favorable future
financing to support operations. Loans rated 4 are the lowest risk profile in our portfolio and have no
expected risk of principal loss.
The portfolio company has performed to our expectations as demonstrated by meeting revenue milestones,
clinical milestones or other operating metrics. It has raised, or is expected to raise, capital consistent with
our underwriting assumptions. Generally the portfolio company displays one or more of the following: its
enterprise value comfortably exceeds our loan balance; it has sufficient cash resources to operate according
to its plan; it is expected to raise additional capital as needed; and there continues to be potential for warrant
gains from our warrants. New loans are typically rated 3 when approved and thereafter 3-rated loans
represent a standard risk profile, with no principal loss currently expected.
The portfolio company has performed below our expectations as demonstrated by missing revenue
milestones, delayed clinical progress or otherwise failing to meet projected operating metrics. It may have
raised capital in support of the poorer performance but generally on less favorable terms than originally
contemplated at the time of underwriting. Generally the portfolio company displays one or more of the
following: its enterprise value exceeds our loan balance but at a lower multiple than originally expected; it
has sufficient cash to operate according to its plan but liquidity may be tight; and it is planning to raise
additional capital but there is uncertainty and the potential for warrant gains from our warrants are possible,
but unlikely. Loans rated 2 represent an increased level of risk of loss of principal. While no loss is currently
anticipated for a 2-rated loan, there is potential for future loss of principal.
The portfolio company has performed well below plan as demonstrated by materially missing revenue
milestones, delayed or failed clinical progress or otherwise failing to meet operating metrics. The portfolio
company has not raised sufficient capital to operate effectively or retire its debt obligation to us. Generally
the portfolio company displays one or more of the following: its enterprise value may not exceed our loan
balance; it has insufficient cash to operate according to its plan and liquidity may be tight; and there are
uncertain plans to raise additional capital or the portfolio company is being sold under distressed conditions.
There is no potential for warrant gains from our warrants. Loans rated 1 are generally put on non-accrual
status and represent a high degree of risk of loss of principal.
For a discussion of the ratings of our existing portfolio, see “Item 7 — Management’s Discussion and Analysis of
Financial Condition and Results of Operations — Debt investment asset quality.”
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Managerial assistance
As a BDC, we offer, through our Advisor, and must provide upon request, managerial assistance to certain of our
portfolio companies. This assistance may involve monitoring the operations of the portfolio companies, participating in
board of directors and management meetings, consulting with and advising officers of portfolio companies and providing
other organizational and financial guidance.
Although we may receive fees for these services, pursuant to the Administration Agreement, we will reimburse our
Advisor for its expenses related to providing such services on our behalf.
Employees
We do not have any employees. Each of our executive officers is an employee of our Advisor. Our day-to-day
investment operations are managed by our Advisor. We reimburse our Advisor for our allocable portion of expenses
incurred by it in performing its obligations under the Administration Agreement, as our Administrator, including our
allocable portion of the cost of our Chief Financial Officer and Chief Compliance Officer and their respective staffs.
Investment Management Agreement
Under the terms of the Investment Management Agreement, our Advisor:
● determines the composition of our portfolio, the nature and timing of the changes to our portfolio and the manner
of implementing such changes;
● identifies, evaluates and negotiates the structure of the investments we make (including performing due diligence
on our prospective portfolio companies); and
● closes, monitors and administers the investments we make, including the exercise of any voting or consent rights.
Our Advisor’s services under the Investment Management Agreement are not exclusive, and it is free to furnish similar
services to other entities so long as its services to us are not impaired.
Investment advisory fees
Pursuant to our Investment Management Agreement, we pay our Advisor a fee for investment advisory and
management services consisting of a base management fee and an incentive fee.
Base management fee. The base management fee is calculated at an annual rate of 2.00% of the Company’s gross
assets (less cash and cash equivalents) including any assets acquired with the proceeds of leverage; provided that, to the
extent the Company’s gross assets (less cash and cash equivalents) exceed $250 million, the base management fee on the
amount of such excess over $250 million is calculated at an annual rate of 1.60% of the Company’s gross assets (less cash
and cash equivalents) including any assets acquired with the proceeds of leverage.
Incentive fee. The incentive fee has two parts, as follows:
The first part, which is subject to the Incentive Fee Cap and Deferral Mechanism, as defined below, is calculated and
payable quarterly in arrears based on our Pre-Incentive Fee Net Investment Income for the immediately preceding calendar
quarter. For this purpose, “Pre-Incentive Fee Net Investment Income” means interest income, dividend income and any
other income (including any other fees (other than fees for providing managerial assistance), such as commitment,
origination, structuring, diligence and consulting fees or other fees received from portfolio companies) accrued during the
calendar quarter, minus expenses for the quarter (including the base management fee, expenses payable under the
Administration Agreement, and any interest expense and any dividends paid on any issued and outstanding preferred stock,
but excluding the incentive fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a
deferred interest feature (such as original issue discount, debt instruments with payment-in-kind interest, or PIK, and zero
coupon securities), accrued income we have not yet received in cash. The incentive fee with respect to the Pre-Incentive
Fee Net Investment Income is 20.00% of the amount, if any, by which the Pre-Incentive Fee Net Investment Income for
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the immediately preceding calendar quarter exceeds a hurdle rate of 1.75% (which is 7.00% annualized) of our net assets at
the end of the immediately preceding calendar quarter, subject to a “catch-up” provision measured as of the end of each
calendar quarter. Under this provision, in any calendar quarter, the Advisor receives no incentive fee until the Pre-Incentive
Fee Net Investment Income equals the hurdle rate of 1.75%, but then receives, as a “catch-up,” 100.00% of the 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% quarterly (which is 8.75% annualized). The effect of this “catch-up”
provision is that, if Pre-Incentive Fee Net Investment Income exceeds 2.1875% in any calendar quarter, the Advisor will
receive 20.00% of the Pre-Incentive Fee Net Investment Income as if the hurdle rate did not apply.
Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or
unrealized capital appreciation or depreciation. Because of the structure of the incentive fee, it is possible that we may pay
an incentive fee in a quarter in which we incur a loss. For example, if we receive Pre-Incentive Fee Net Investment Income
in excess of the quarterly minimum hurdle rate, we will pay the applicable incentive fee up to the Incentive Fee Cap,
defined below, even if we have incurred a loss in that quarter due to realized and unrealized capital losses. Our net
investment income used to calculate this part of the incentive fee is also included in the amount of our gross assets used to
calculate the 2.00% base management fee. These calculations are appropriately prorated for any period of less than
three months and adjusted for any share issuances or repurchases during the applicable quarter.
The incentive fee on Pre-Incentive Fee Net Investment Income is subject to a fee cap and deferral mechanism which is
determined based upon a look-back period of up to three years and is expensed when incurred. For this purpose, the look-
back period for the incentive fee based on Pre-Incentive Fee Net Investment Income, or the Incentive Fee Look-back
Period, the Incentive Fee Look-back Period includes the most recently completed calendar quarter and the 11 preceding full
calendar quarters. Each quarterly incentive fee payable on Pre-Incentive Fee Net Investment Income is subject to a cap, or
the Incentive Fee Cap, and a deferral mechanism through which the Advisor may recoup a portion of such deferred
incentive fees (collectively, the Incentive Fee Cap and Deferral Mechanism). The Incentive Fee Cap is equal to (a) 20.00%
of Cumulative Pre-Incentive Fee Net Return (as defined below) during the Incentive Fee Look-back Period less
(b) cumulative incentive fees of any kind paid to the Advisor during the Incentive Fee Look-back Period. To the extent the
Incentive Fee Cap is zero or a negative value in any calendar quarter, we will not pay an incentive fee on Pre-Incentive Fee
Net Investment Income to the Advisor in that quarter. To the extent that the payment of incentive fees on Pre-Incentive Fee
Net Investment Income is limited by the Incentive Fee Cap, the payment of such fees will be deferred and paid in
subsequent calendar quarters up to three years after their date of deferment, subject to certain limitations, which are set
forth in the Investment Management Agreement. We only pay incentive fees on Pre-Incentive Fee Net Investment Income
to the extent allowed by the Incentive Fee Cap and Deferral Mechanism. “Cumulative Pre-Incentive Fee Net Return”
during any Incentive Fee Look-back Period means the sum of (a) Pre-Incentive Fee Net Investment Income and the base
management fee for each calendar quarter during the Incentive Fee Look-back Period and (b) the sum of cumulative
realized capital gains and losses, cumulative unrealized capital appreciation and cumulative unrealized capital depreciation
during the applicable Incentive Fee Look-back Period.
On March 5, 2019, the Advisor irrevocably waived the receipt of incentive fees related to the amounts previously
deferred that it may be entitled to receive under the Investment Management Agreement for the period commencing on
January 1, 2019 and ending on December 31, 2019. Such waived incentive fees will not be subject to recoupment.
The following is a graphical representation of the calculation of the income-related portion of the incentive fee:
Quarterly incentive fee based on Net Investment Income
Pre-Incentive Fee Net Investment Income (expressed as a percentage of the value of net assets)
Percentage of Pre-Incentive Fee Net Investment Income allocated to first part of incentive fee
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The second part of the incentive fee is determined and payable in arrears as of the end of each calendar year (or upon
termination of the Investment Management Agreement, as of the termination date) and equals 20.00% of our realized
capital gains, if any, on a cumulative basis from the date of our election to be a BDC through the end of each calendar year,
computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis through the end of
such year, less all previous amounts paid in respect of the capital gain incentive fee.
Examples of incentive fee calculation
Example 1: Income related portion of incentive fee before total return requirement calculation for each fiscal quarter
Alternative 1
Assumptions:
Investment income (including interest, distributions, fees, etc.) = 1.25%
Hurdle rate(1) = 1.75%
Management fee(2) = 0.50%
Other expenses (legal, accounting, custodian, transfer agent, etc.)(3) = 0.20%
Pre-Incentive Fee Net Investment Income (investment income - (management fee + other expenses)) = 0.55%
Pre-Incentive Fee Net Investment Income does not exceed hurdle rate; therefore, there is no income-related incentive
fee.
Alternative 2
Assumptions:
Investment income (including interest, distributions, fees, etc.) = 2.80%
Hurdle rate(1) = 1.75%
Management fee(2) = 0.50%
Other expenses (legal, accounting, custodian, transfer agent, etc.)(3) = 0.20%
Pre-Incentive Fee Net Investment Income (investment income - (management fee + other expenses)) = 2.10%
Incentive fee = 100.00% × Pre-Incentive Fee Net Investment Income (subject to “catch-up”)(4)
= 100.00% × (2.10% - 1.75%)
= 0.35%
Pre-Incentive Fee Net Investment Income exceeds the hurdle rate, but does not fully satisfy the “catch-up” provision;
therefore, the income related portion of the incentive fee is 0.35%.
Alternative 3
Assumptions:
Investment income (including interest, distributions, fees, etc.) = 3.00%
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Hurdle rate(1) = 1.75%
Management fee(2) = 0.50%
Other expenses (legal, accounting, custodian, transfer agent, etc.)(3) = 0.20%
Pre-Incentive Fee Net Investment Income (investment income - (management fee + other expenses)) = 2.30%
Incentive fee = 100.00% × Pre-Incentive Fee Net Investment Income (subject to “catch-up”)(4)
Incentive fee = 100.00% × “catch-up” + (20.00% × (Pre-Incentive Fee Net Investment Income - 2.1875%))
Catch up = 2.1875% - 1.75%
= 0.4375%
Incentive fee = (100.00% × 0.4375%) + (20.00% × (2.30% - 2.1875%))
= 0.4375% + (20.00% × 0.1125%)
= 0.4375% + 0.0225%
= 0.46%
Pre-Incentive Fee Net Investment Income exceeds the hurdle rate and fully satisfies the “catch-up” provision;
therefore, the income related portion of the incentive fee is 0.46%.
(1) Represents 7.00% annualized hurdle rate.
(2) Represents 2.00% annualized base management fee.
(3) Excludes organizational and offering expenses.
(4) The “catch-up” provision is intended to provide our Advisor with an incentive fee of 20.00% on all Pre-Incentive
Fee Net Investment Income as if a hurdle rate did not apply when our Pre-Incentive Fee Net Investment Income
exceeds 2.1875% in any fiscal quarter.
Example 2: Income related portion of incentive fee after total return requirement calculation for each fiscal quarter
Alternative 1
Assumptions:
Investment income (including interest, distributions, fees, etc.) = 2.80%
Hurdle rate(1) = 1.75%
Management fee(2) = 0.50%
Other expenses (legal, accounting, custodian, transfer agent, etc.)(3) = 0.20%
Pre-Incentive Fee Net Investment Income (investment income - (management fee + other expenses)) = 2.10%
Incentive fee = 100.00% × Pre-Incentive Fee Net Investment Income (subject to ‘‘catch-up’’)(4)
=100.00% × (2.10% - 1.75%)
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= 0.35%
Cumulative incentive compensation accrued and/or paid since July 1, 2014 = $9,000,000
20.0% of cumulative net increase in net assets resulting from operations since July 1, 2014 = $8,000,000
Although our Pre-Incentive Fee Net Investment Income exceeds the hurdle rate of 1.75%, no incentive fee is payable
because 20.0% of the cumulative net increase in net assets resulting from operations since July 1, 2014 did not exceed
the cumulative income and capital gains incentive fees accrued and/or paid since July 1, 2014.
Alternative 2
Assumptions:
Investment income (including interest, distributions, fees, etc.) = 2.80%
Hurdle rate(1) = 1.75%
Management fee(2) = 0.50%
Other expenses (legal, accounting, custodian, transfer agent, etc.)(3) = 0.20%
Pre-Incentive Fee Net Investment Income (investment income - (management fee + other expenses)) = 2.10%
Incentive fee = 100.00% × Pre-Incentive Fee Net Investment Income (subject to ‘‘catch-up’’)(4)
=100.00% × (2.10% - 1.75%)
= 0.35%
Pre-Incentive Fee Net Investment Income exceeds the hurdle rate, but does not fully satisfy the ‘‘catch-up’’ provision;
therefore, the income related portion of the incentive fee is 0.35%.
Cumulative incentive compensation accrued and/or paid since July 1, 2014 = $9,000,000
20.0% of cumulative net increase in net assets resulting from operations since July 1, 2014 = $10,000,000
Because our Pre-Incentive Fee Net Investment Income exceeds the hurdle rate of 1.75% and because 20.0% of the
cumulative net increase in net assets resulting from operations since July 1, 2014 exceeds the cumulative income and
capital gains incentive fees accrued and/or paid since July 1, 2014, an incentive fee would be payable, as shown in
Alternative 3 of Example 1 above.
(1) Represents 7.00% annualized hurdle rate.
(2) Represents 2.00% annualized base management fee.
(3) Excludes organizational and offering expenses.
(4) The “catch-up” provision is intended to provide our Advisor with an incentive fee of 20.00% on all Pre-Incentive
Fee Net Investment Income as if a hurdle rate did not apply when our Pre-Incentive Fee Net Investment Income
exceeds 2.1875% in any fiscal quarter.
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Example 3: Capital gains portion of incentive fee
Alternative 1
Assumptions:
Year 1: $20 million investment made in Company A, or Investment A, and $30 million investment made in Company
B, or Investment B
Year 2: Investment A sold for $50 million and fair market value, or FMV, of Investment B determined to be $32
million
Year 3: FMV of Investment B determined to be $25 million
Year 4: Investment B sold for $31 million
The capital gains portion of the incentive fee, if any, would be:
Year 1: None (No sales transaction)
Year 2: Capital gains incentive fee of $6 million ($30 million realized capital gains on sale of Investment A multiplied
by 20%)
Year 3: None; $5 million ((20% multiplied by ($30 million cumulative capital gains less $5 million cumulative capital
depreciation)) less $6 million (previous capital gains fee paid in Year 2))
Year 4: Capital gains incentive fee of $200,000; $6.2 million (($31 million cumulative realized capital gains multiplied
by 20%) less $6 million (capital gains incentive fee taken in Year 2))
Alternative 2
Assumptions:
Year 1: $20 million investment made in Company A, or Investment A, $30 million investment made in Company B, or
Investment B and $25 million investment made in Company C, or Investment C
Year 2: Investment A sold for $50 million, FMV of Investment B determined to be $25 million and FMV of
Investment C determined to be $25 million
Year 3: FMV of Investment B determined to be $27 million and Investment C sold for $30 million
Year 4: FMV of Investment B determined to be $35 million
Year 5: Investment B sold for $20 million
The capital gains incentive fee, if any, would be:
Year 1: None (no sales transaction)
Year 2: $5 million capital gains incentive fee (20% multiplied by $25 million ($30 million realized capital gains on
Investment A less unrealized capital depreciation on Investment B))
Year 3: $1.4 million capital gains incentive fee(1) ($6.4 million (20% multiplied by $32 million ($35 million
cumulative realized capital gains less $3 million unrealized capital depreciation)) less $5 million capital gains
incentive fee received in Year 2
Year 4: None (no sales transaction)
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Year 5: None ($5 million (20% multiplied by $25 million (cumulative realized capital gains of $35 million less
realized capital losses of $10 million)) less $6.4 million cumulative capital gains incentive fee paid in Year 2 and Year
3(2)
The hypothetical amounts of returns shown are based on a percentage of our total net assets and assume no leverage.
There is no guarantee that positive returns will be realized and actual returns may vary from those shown in this
example.
(1) As illustrated in Year 3 of Alternative 1 above, if the Investment Management Agreement were terminated on a
date other than our fiscal year end of any year, we may have paid aggregate capital gains incentive fees that are
more than the amount of such fees that would be payable if the Investment Management Agreement were
terminated on the fiscal year end of such year.
(2) As noted above, it is possible that the cumulative aggregate capital gains fee received by the Advisor ($6.4
million) is effectively greater than $5 million (20.00% of cumulative aggregate realized capital gains less net
realized capital losses or net unrealized depreciation ($25 million)).
Payment of our expenses
All investment professionals and staff of our Advisor, when and to the extent engaged in providing investment
advisory and management services, and the compensation and routine overhead expenses of its personnel allocable to such
services, are provided and paid for by our Advisor. We bear all other costs and expenses of our operations and transactions,
including those relating to:
● our organization;
● calculating our net asset value, or NAV (including the cost and expenses of any independent valuation firms);
● expenses, including travel expense, incurred by our Advisor or payable to third parties performing due diligence
on prospective portfolio companies, monitoring our investments and, if necessary, enforcing our rights;
● interest payable on debt, if any, incurred to finance our investments;
● the costs of all future offerings and repurchases of our common stock and other securities, if any;
● the base management fee and any incentive fee;
● distributions on our shares;
● administration fees payable under the Administration Agreement;
● the allocated costs incurred by our Advisor as our Administrator in providing managerial assistance to those
portfolio companies that request it;
● amounts payable to third parties relating to, or associated with, making investments;
● transfer agent and custodial fees;
● registration fees;
● listing fees;
● fees and expenses associated with marketing efforts;
● taxes;
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● independent director fees and expenses;
● brokerage commissions;
● costs of preparing and filing reports or other documents with the SEC;
● the costs of any reports, proxy statements or other notices to our stockholders, including printing costs;
● the fidelity bond;
● directors and officers/errors and omissions liability insurance, and any other insurance premiums;
● indemnification payments;
● direct costs and expenses of administration, including audit and legal costs; and
● all other expenses incurred by us or the Administrator in connection with administering our business, such as the
allocable portion of overhead under the Administration Agreement, including rent, the fees and expenses
associated with performing compliance functions and our allocable portion of the costs of compensation and
related expenses of our Chief Financial Officer and Chief Compliance Officer and their respective staffs.
From time to time, our Advisor may pay amounts owed by us to third party providers of goods or services. We
subsequently reimburse our Advisor for such amounts paid on our behalf. Generally, our expenses are expensed as incurred
in accordance with U.S. generally accepted accounting principles, or GAAP. To the extent we incur costs that should be
capitalized and amortized into expense we also do so in accordance with GAAP, which may include amortizing such
amount on a straight line basis over the life of the asset or the life of the services or product being performed or provided.
Limitation of liability and indemnification
The Investment Management Agreement provides that our Advisor and its officers, managers, partners, agents,
employees, controlling persons and any other person or entity affiliated with our Advisor are not liable to us for any act or
omission by it in the supervision or management of our investment activities or for any loss sustained by us except for acts
or omissions constituting willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations under the
Investment Management Agreement. The Investment Management Agreement also provides, subject to certain conditions,
for indemnification by us of our Advisor and its officers, managers, partners, agents, employees, controlling persons and
any other person or entity affiliated with our Advisor for liabilities incurred by them in connection with their services to us
(including any liabilities associated with an action or suit by or in the right of us or our stockholders), but excluding
liabilities for acts or omissions constituting willful misfeasance, bad faith or gross negligence or reckless disregard of their
duties under the Investment Management Agreement.
Board Recommendation and Approval of the Investment Management Agreement
At a special meeting of the stockholders on October 30, 2018, the stockholders, upon the recommendation of the
Board, approved a new Investment Management Agreement which became effective on March 7, 2019. The Investment
Management Agreement was effective for two years from the date of approval and then must be annually reapproved by
our Board for a one-year period. The Investment Management Agreement was considered and reapproved by our Board,
including a majority of our independent directors, on October 22, 2021. When it considered recommending the approval of
the Investment Management Agreement, our Board held a meeting at which it focused on information it received relating
to (a) the nature, quality and extent of the advisory and other services to be provided to us by our Advisor; (b) comparative
data with respect to advisory fees or similar expenses paid by other BDCs with similar investment objectives; (c) our
projected expenses and expense ratio compared to BDCs with similar investment objectives; (d) any existing and potential
sources of indirect income to our Advisor or the Administrator from their relationships with us and the profitability of
those relationships; (e) information about the services to be performed and the personnel performing such services under
the Investment Management Agreement; (f) the organizational capability and financial condition of our Advisor and its
affiliates; (g) our Advisor’s practices regarding the selection and compensation of brokers that may execute our portfolio
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transactions and the brokers’ provision of brokerage and research services to our Advisor; and (h) the possibility of
obtaining similar services from other third party service providers or through an internally managed structure.
Based on the information reviewed and its discussions related thereto, our Board, including a majority of the directors
who are not interested persons of us, determined that the investment management fee rates payable pursuant to the terms of
the Investment Management Agreement were reasonable in relation to the services to be provided.
Duration and termination
Unless terminated earlier as described below, it will continue in effect from year to year after the initial two-year term
if approved annually by our Board including a majority of our directors who are not interested persons or by the affirmative
vote of the holders of a majority of our outstanding voting securities and a majority of our directors who are not interested
persons. The Investment Management Agreement will automatically terminate in the event of its assignment. The
Investment Management Agreement may be terminated by either party without penalty by delivering notice of termination
upon not more than 60 days’ written notice to the other party. See “Item 1A — Risk Factors — Risks Related to Our
Advisor and Affiliates — Our Advisor can resign on 60 days’ notice, and we may not be able to find a suitable replacement
within that time, resulting in a disruption in our operations that could adversely affect our business, results of operations or
financial condition.”
Administration Agreement
The Administration Agreement was considered and reapproved by our Board, including a majority of our independent
directors, on October 22, 2021. Under the Administration Agreement, the Administrator furnishes us with office facilities
and equipment, provides us clerical, bookkeeping and record keeping services at such facilities and provides us with other
administrative services necessary to conduct our day-to-day operations. We reimburse the Administrator for our allocable
portion of overhead and other expenses incurred by the Administrator in performing its obligations under the
Administration Agreement, including rent, the fees and expenses associated with performing compliance functions and our
allocable portion of the costs of compensation and related expenses of our Chief Financial Officer and Chief Compliance
Officer and their respective staffs. The Board reviews the allocation of expenses shared with the Advisor or other clients of
the Advisor, if any, on a periodic basis to confirm that the allocations are reasonable and appropriate in light of the
provisions of the Investment Management Agreement and Administration Agreement and then-current circumstances.
License agreement
We have entered into a license agreement with Horizon Technology Finance Principals, LLC fka Horizon Technology
Finance, LLC, or HTF, pursuant to which we were granted a non-exclusive, royalty-free right and license to use the service
mark “Horizon Technology Finance.” Under this agreement, we have a right to use the “Horizon Technology Finance”
service mark for so long as the Investment Management Agreement with our Advisor is in effect. Other than with respect
to this limited license, we have no legal right to the “Horizon Technology Finance” service mark.
Regulation
We have elected to be regulated as a BDC under the 1940 Act and elected to be treated as a RIC under Subchapter M
of the Code. As with other companies regulated by the 1940 Act, a BDC must adhere to certain substantive regulatory
requirements. The 1940 Act contains prohibitions and restrictions relating to transactions between BDCs and their affiliates
(including any investment advisers or sub-advisers), principal underwriters and affiliates of those affiliates or underwriters
and requires that a majority of the directors be persons other than “interested persons,” as that term is defined in the 1940
Act. In addition, the 1940 Act provides that we may not change the nature of our business so as to cease to be, or to
withdraw our election as, a BDC unless approved by “a majority of our outstanding voting securities” as defined in the
1940 Act. A majority of the outstanding voting securities of a company is defined under the 1940 Act as the lesser of:
(1) 67% or more of such company’s shares present at a meeting if more than 50% of the outstanding shares of such
company are present or represented by proxy or (2) more than 50% of the outstanding shares of such company. Our bylaws
provide for the calling of a special meeting of stockholders at which such action could be considered upon written notice of
not less than ten or more than sixty days before the date of such meeting.
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We may invest up to 100% of our assets in securities acquired directly from issuers in privately negotiated
transactions. With respect to such securities, we may, for the purpose of public resale, be deemed an “underwriter” as that
term is defined in the Securities Act of 1933, as amended, or the Securities Act. We do not intend to acquire securities
issued by any investment company that exceed the limits imposed by the 1940 Act. Under these limits, except for
registered money market funds, we generally cannot acquire more than 3% of the voting stock of any investment company,
invest more than 5% of the value of our total assets in the securities of one investment company or invest more than 10%
of the value of our total assets in the securities of more than one investment company. With regard to that portion of our
portfolio invested in securities issued by investment companies, it should be noted that such investments might subject our
stockholders to additional expenses. None of our investment policies are fundamental and any may be changed without
stockholder approval.
We may also be prohibited under the 1940 Act from knowingly participating in certain transactions with our affiliates
without the prior approval of our directors who are not interested persons and, in some cases, prior approval by the SEC.
For example, under the 1940 Act, absent receipt of exemptive relief from the SEC, we and our affiliates may be precluded
from co-investing in transactions for which terms other than price are negotiated by our affiliates. As a result of one or
more of these situations, we may not be able to invest as much as we otherwise would in certain investments or may not be
able to liquidate a position as quickly. On November 27, 2017, the SEC granted us, our Advisor and certain of our affiliates
an exemptive relief order permitting us to co-invest with certain affiliated funds in negotiated investments, subject to the
terms and conditions of the order.
We expect to be periodically examined by the SEC for compliance with the 1940 Act.
We are required to provide and maintain a bond issued by a reputable fidelity insurance company to protect us against
larceny and embezzlement. Furthermore, as a BDC, we are prohibited from protecting any director or officer against any
liability to us or our stockholders arising from willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of such person’s office.
We and our Advisor have adopted and implemented written policies and procedures reasonably designed to prevent
violation of the federal securities laws and review these policies and procedures annually for their adequacy and the
effectiveness of their implementation. We and our Advisor have designated a chief compliance officer to be responsible for
administering the policies and procedures.
Qualifying assets
Under the 1940 Act, a BDC may not acquire any asset other than assets of the type listed in section 55(a) of the 1940
Act, which are referred to as qualifying assets, unless, at the time the acquisition is made, qualifying assets represent at
least 70% of the company’s total assets. The principal categories of qualifying assets relevant to our proposed business are
the following:
● Securities purchased in transactions not involving any public offering from the issuer of such securities, which
issuer (subject to certain limited exceptions) is an eligible portfolio company, or from any person who is, or has
been during the preceding 13 months, an affiliated person of an eligible portfolio company, or from any other
person, subject to such rules as may be prescribed by the SEC. An eligible portfolio company is defined in the
1940 Act as any issuer which:
● is organized under the laws of, and has its principal place of business in, the United States;
● is not an investment company (other than a small business investment company wholly owned by the BDC)
or a company that would be an investment company but for certain exclusions under the 1940 Act; and
● satisfies any of the following:
● has a market capitalization of less than $250 million or does not have any class of securities listed on a
national securities exchange;
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● is controlled by a BDC or a group of companies including a BDC, the BDC actually exercises a
controlling influence over the management or policies of the eligible portfolio company, and, as a result
thereof, the BDC has an affiliated person who is a director of the eligible portfolio company; or
● is a small and solvent company having total assets of not more than $4 million and capital and surplus of
not less than $2 million.
● Securities of any eligible portfolio company which we control.
● Securities purchased in a private transaction from a U.S. issuer that is not an investment company or from an
affiliated person of the issuer, or in transactions incident thereto, if the issuer is in bankruptcy and subject to
reorganization or if the issuer, immediately prior to the purchase of its securities was unable to meet its obligations
as they came due without material assistance other than conventional lending or financing arrangements.
● Securities of an eligible portfolio company purchased from any person in a private transaction if there is no ready
market for such securities and we already own 60% of the outstanding equity of the eligible portfolio company.
● Securities received in exchange for or distributed on or with respect to securities described above, or pursuant to
the exercise of warrants or rights relating to such securities.
● Cash, cash equivalents, U.S. Government securities or high-quality debt securities maturing in one year or less
from the time of investment.
The regulations defining qualifying assets may change over time. We may adjust our investment focus as needed to
comply with and/or take advantage of any regulatory, legislative, administrative or judicial actions in this area.
Managerial assistance to portfolio companies
A BDC must have been organized and have its principal place of business in the United States and must be operated
for the purpose of making investments in the types of securities described in “Qualifying assets.” However, in order to
count portfolio securities as qualifying assets for the purpose of the 70% test, the BDC must either control the issuer of the
securities or must offer to make available to the issuer of the securities (other than small and solvent companies described
above) significant managerial assistance. Where the BDC purchases such securities in conjunction with one or more other
persons acting together, the BDC will satisfy this test if one of the other persons in the group makes available such
managerial assistance. Making available managerial assistance means, among other things, any arrangement whereby the
BDC, through its directors, officers or employees, offers to provide, and, if accepted, does so provide, significant guidance
and counsel concerning the management, operations or business objectives and policies of a portfolio company.
Issuance of additional shares
We are not generally able to issue and sell our common stock at a price below NAV per share. We may, however, issue
and sell our common stock, at a price below the current NAV of the common stock, or issue and sell warrants, options or
rights to acquire such common stock, at a price below the current NAV of the common stock if our Board determines that
such sale is in our best interest and in the best interests of our stockholders, and our stockholders have approved our policy
and practice of making such sales within the preceding 12 months. In any such case, the price at which our securities are to
be issued and sold may not be less than a price which, in the determination of our Board, closely approximates the market
value of such securities. We have not sought the approval of our stockholders in the preceding 12 months but we may seek
approval from our stockholders to offer shares of our common stock below its NAV in the future.
Temporary investments
Pending investment in other types of “qualifying assets,” as described above, our investments may consist of cash,
cash equivalents, U.S. Government securities or high-quality debt securities maturing in one year or less from the time of
investment, which we refer to, collectively, as temporary investments, so that 70% of our assets are qualifying assets.
Typically, we invest in highly rated commercial paper, U.S. Government agency notes, U.S. Treasury bills or in repurchase
agreements relating to such securities that are fully collateralized by cash or securities issued by the U.S. Government or
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its agencies. A repurchase agreement involves the purchase by an investor, such as us, of a specified security and the
simultaneous agreement by the seller to repurchase it at an agreed-upon future date and at a price which is greater than the
purchase price by an amount that reflects an agreed-upon interest rate. There is no percentage restriction on the proportion
of our assets that may be invested in such repurchase agreements. However, subject to certain exceptions, if more than 25%
of our total assets constitute repurchase agreements from a single counterparty, we generally would not meet the
diversification tests in order to qualify as a RIC for federal income tax purposes. Thus, we do not intend to enter into
repurchase agreements with a single counterparty in excess of this limit. Our Advisor monitors the creditworthiness of the
counterparties with which we enter into repurchase agreement transactions.
Senior securities; derivative securities
We are permitted, under specified conditions, to issue multiple classes of indebtedness and one class of stock senior to
our common stock if our asset coverage, as defined in the 1940 Act, is at least equal to 150% immediately after each such
issuance. In addition, while any senior securities are outstanding, we must make provisions to prohibit any distribution to
our stockholders or the repurchase of such securities or shares unless we meet the applicable asset coverage requirements at
the time of the distribution or repurchase. We may also borrow amounts up to 5% of the value of our total assets for
temporary purposes without regard to asset coverage. For a discussion of the risks associated with leverage, see
“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.”
The 1940 Act also limits the amount of warrants, options and rights to common stock that we may issue and the terms
of such securities.
Code of ethics
We and our Advisor have each adopted a code of ethics pursuant to Rule 17j-1 under the 1940 Act and Rule 204A-1
under the Investment Advisers Act of 1940, as amended, or the Advisers Act, respectively, that establishes procedures for
personal investments and restricts certain personal securities transactions. Personnel subject to each code may invest in
securities for their personal investment accounts, including securities that may be purchased or held by us, so long as such
investments are made in accordance with the relevant code of ethics’ requirements. Each code of ethics is published on our
website at www.horizontechfinance.com. We intend to disclose any substantive amendments to, or waivers from, the codes
of conduct within four business days of the waiver or amendment through a web site posting.
Proxy voting policies and procedures
We have delegated our proxy voting responsibility to our Advisor. The proxy voting policies and procedures of our
Advisor are set forth below. The guidelines are reviewed periodically by our Advisor and our independent directors and,
accordingly, are subject to change.
Introduction
Our Advisor is registered with the SEC as an investment adviser under the Advisers Act. As an investment adviser
registered under the Advisers Act, our Advisor has fiduciary duties to us. As part of this duty, our Advisor recognizes that
it must vote client securities in a timely manner free of conflicts of interest and in our best interests and the best interests of
our stockholders. Our Advisor’s proxy voting policies and procedures have been formulated to ensure decision-making is
consistent with these fiduciary duties.
These policies and procedures for voting proxies are intended to comply with Section 206 of, and Rule 206(4)-6 under,
the Advisers Act.
Proxy policies
Our Advisor votes proxies relating to our portfolio securities in what our Advisor perceives to be the best interest of
our stockholders. Our Advisor reviews on a case-by-case basis each proposal submitted to a stockholder vote to determine
its effect on the portfolio securities held by us. Although our Advisor generally votes against proposals that may have a
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negative effect on our portfolio securities, our Advisor may vote for such a proposal if there exist compelling long-term
reasons to do so.
Our Advisor’s proxy voting decisions are made by those senior officers who are responsible for monitoring each of our
investments. To ensure that a vote is not the product of a conflict of interest, our Advisor requires that (1) anyone involved
in the decision-making process disclose to our Chief Compliance Officer any potential conflict that he or she is aware of
and any contact that he or she has had with any interested party regarding a proxy vote and (2) employees involved in the
decision-making process or vote administration are prohibited from revealing how we intend to vote on a proposal in order
to reduce any attempted influence from interested parties.
Proxy voting records
You may obtain information about how we voted proxies by making a written request for proxy voting information to:
Chief Compliance Officer, Horizon Technology Finance Corporation, 312 Farmington Avenue, Farmington, Connecticut
06032 or by calling (860) 676-8654.
Sarbanes-Oxley Act of 2002
The Sarbanes-Oxley Act of 2002, as amended, or the Sarbanes-Oxley Act, imposes a wide variety of regulatory
requirements on publicly held companies and their insiders. Many of these requirements affect us. For example:
● pursuant to Rule 13a-14 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, our
principal executive officer and principal financial officer must certify the accuracy of the financial statements
contained in our periodic reports;
● pursuant to Item 307 of Regulation S-K under the Securities Act, our periodic reports must disclose our
conclusions about the effectiveness of our disclosure controls and procedures;
● pursuant to Rule 13a-15 under the Exchange Act, our management must prepare an annual report regarding its
assessment of our internal control over financial reporting; and
● pursuant to Item 308 of Regulation S-K under the Securities Act and Rule 13a-15 under the Exchange Act, our
periodic reports must disclose whether there were significant changes in our internal controls over financial
reporting or in other factors that could significantly affect these controls subsequent to the date of their evaluation,
including any corrective actions with regard to significant deficiencies and material weaknesses.
The Sarbanes-Oxley Act requires us to review our current policies and procedures to determine whether we comply
with the Sarbanes-Oxley Act and the regulations promulgated thereunder. We will continue to monitor our compliance with
all regulations under the Sarbanes-Oxley Act and intend to take actions necessary to ensure that we are in compliance
therewith.
Nasdaq corporate governance regulations
Nasdaq has adopted corporate governance regulations with which listed companies must comply. We intend to be in
compliance with these corporate governance listing standards. We intend to monitor our compliance with all future listing
standards and to take all necessary actions to ensure that we are in compliance therewith.
Privacy principles
We are committed to maintaining the privacy of stockholders and to safeguarding our non-public personal information.
The following information is provided to help you understand what personal information we collect, how we protect that
information and why, in certain cases, we may share information with select other parties.
Generally, we do not receive any nonpublic personal information relating to our stockholders, although certain
nonpublic personal information of our stockholders may become available to us. We do not disclose any nonpublic
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personal information about our stockholders or former stockholders, except as permitted by law or as is necessary in order
to service stockholder accounts (for example, to a transfer agent or third party administrator).
We restrict access to nonpublic personal information about our stockholders to our Advisor’s employees with a
legitimate business need for the information. We maintain physical, electronic and procedural safeguards designed to
protect the nonpublic personal information of our stockholders. For a discussion of the risks associated with cyber
incidents, see “Item 1A — Risk Factors — General Risk Factors — We are highly dependent on information systems and
systems failures could significantly disrupt our business, which may, in turn, negatively affect the market price of our
common stock and our ability to pay distributions.”
Election to be taxed as a RIC
We have elected to be subject to tax, and intend to qualify annually to maintain our election to be subject to tax, as a
RIC under Subchapter M of the Code. To maintain our RIC status, we must, among other requirements, meet certain
source-of-income and quarterly asset diversification requirements (as described below). We also must distribute dividends
each tax year of an amount generally at least equal to 90% of the sum of our ordinary income and our realized net short-
term capital gains (i.e., net short-term capital gains in excess of net long term losses), or investment company taxable
income, if any, out of the assets legally available for distribution, which we refer to as the “Annual Distribution
Requirement.” Although not required for us to maintain our RIC tax status, in order to preclude the imposition of a 4%
nondeductible federal excise tax imposed on RICs, we are required to distribute dividends in respect of each calendar year
of an amount generally at least equal to the sum of (1) 98% of our ordinary income (taking into account certain deferrals
and elections) for the calendar year, (2) 98.2% of the excess of our capital gains over our capital losses, or capital gain net
income (adjusted for certain ordinary losses) for the one-year period ending on October 31 of the calendar year and (3) any
ordinary income or net capital gains for preceding years that was not distributed during such years and on which we
previously did not incur any U.S. federal corporate income tax, or the Excise Tax Avoidance Requirement. In addition,
although we may distribute realized net capital gains (i.e., net long-term capital gains in excess of short-term capital
losses), if any, at least annually out of the assets legally available for such distributions, we may decide to retain such net
capital gains or ordinary income to provide us with additional liquidity. In order to qualify as a RIC, we must:
● maintain an election to be treated as a BDC under the 1940 Act at all times during each tax year;
● meet any applicable securities law requirements, including capital structure requirements;
● derive in each tax year at least 90% of our gross income from dividends, interest, payments with respect to certain
securities loans, gains from the sale of stock or other securities, net income from certain qualified publicly traded
partnerships or other income derived with respect to our business of investing in such stock or securities, or the
Qualifying Income Test; and
● diversify our holdings so that at the end of each quarter of the tax year:
● at least 50% of the value of our assets consists of cash, cash equivalents, U.S. government securities, securities of
other RICs, and other securities if such other securities of any one issuer neither represents more than 5% of the
value of our assets nor more than 10% of the outstanding voting securities of the issuer; and
● no more than 25% of the value of our assets is invested in the securities, other than U.S. government securities or
securities of other RICs, of one issuer or of two or more issuers that are controlled, as determined under applicable
tax rules, by us and that are engaged in the same or similar or related trades or businesses or in certain qualified
publicly traded partnerships, or the Diversification Tests.
Taxation as a RIC
If we qualify as a RIC, and satisfy the Annual Distribution Requirement, then we will not be subject to entity-level
income taxes on the portion of our investment company taxable income as well as any net capital gain (i.e., realized net
long-term capital gains in excess of realized net short-term capital losses) we distribute as dividends to stockholders. We
may retain for investment all or a portion of our net capital gain. However, if we retain any investment company taxable
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income or net capital gains, and fail to satisfy the Annual Distribution Requirement, we will be subject to entity-level
taxation at regular corporate rates on any amounts retained. If we fail to qualify as a RIC for a period greater than two
consecutive tax years, to qualify as a RIC in a subsequent tax year, we may be subject to regular corporate rates on any net
built-in gains with respect to certain of our assets (that is, the excess of the aggregate gains, including items of income,
over aggregate losses that would have been realized with respect to such assets if we had sold the property at fair market
value at the end of the tax year) that we elect to recognize on requalification or when recognized over the next five
tax years.
We may be required to recognize taxable income in circumstances in which we do not receive cash. For example, if we
hold debt securities that are treated under applicable tax rules as having original issue discount (such as debt instruments
with PIK interest or, in certain cases, increasing interest rates or issued with warrants), we must include in income each
tax year a portion of the original issue discount that accrues over the life of the debt security, regardless of whether cash
representing such income is received by us in the same tax year. Because any original issue discount accrued will be
included in our investment company taxable income for the tax year of accrual, we may be required to make a distribution
to our stockholders in order to satisfy the Annual Distribution Requirement or the Excise Tax Avoidance Requirement,
even though we will not have received any corresponding cash amount.
Gain or loss realized by us from warrants acquired by us, as well as any loss attributable to the lapse of such warrants,
generally will be treated as capital gain or loss. Such gain or loss generally will be long-term or short-term, depending on
how long we held a particular warrant.
Although we do not presently expect to do so, we are authorized to borrow funds and to sell assets in order to satisfy
distribution requirements. However, under the 1940 Act, we are generally not permitted to make distributions to our
stockholders while our debt obligations and other senior securities are outstanding unless certain “asset coverage” tests are
met. Moreover, our ability to dispose of assets to meet our distribution requirements may be limited by (1) the illiquid
nature of our portfolio and/or (2) other requirements relating to our status as a RIC, including the Diversification Tests. If
we dispose of assets in order to meet the Annual Distribution Requirement or the Excise Tax Avoidance Requirement, we
may make such dispositions at times that, from an investment standpoint, are not advantageous.
Failure to qualify as a RIC
If we fail to satisfy the Annual Distribution Requirement or fail to qualify as a RIC in any tax year, assuming we do
not qualify for or take advantage of certain remedial provisions, we will be subject to tax in that year on all of our taxable
income, regardless of whether we make any distributions to our stockholders. In that case, all of our income will be subject
to corporate-level federal income tax, reducing the amount available to be distributed to our stockholders. In contrast,
assuming we qualify as a RIC, our corporate-level federal income tax liability should be substantially reduced or
eliminated. See “—Election to be taxed as a RIC” above.
If we are unable to maintain our status as a RIC, we would be subject to tax on all of our taxable income at regular
corporate rates. We would not be able to deduct distributions to stockholders, nor would they be required to be made.
Distributions would generally be taxable to our stockholders as ordinary distribution income eligible for the 15% or 20%
maximum rate to the extent of our current and accumulated earnings and profits. Subject to certain limitations under the
Code, dividends paid by us to certain corporate stockholders would be eligible for the dividends received deduction.
Distributions in excess of our current and accumulated earnings and profits would be treated first as a return of capital to
the extent of the stockholder’s tax basis in our common stock, and any remaining distributions would be treated as a capital
gain.
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Item 1A. Risk Factors
Investing in our securities involves a high degree of risk. In addition to the other information contained in this annual
report on Form 10-K, you should consider carefully the following information before making an investment in our
securities. The risks set out below are not the only risks we face. If any of the following events 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.
Summary Risk Factors
Investing in our securities involves a high degree of risk. The following is a summary of certain of the principal risks
that should be carefully considered before investing in our securities:
● Political, social and economic uncertainty, including uncertainty related to the COVID-19 pandemic, creates and
exacerbates risks.
● The capital markets are currently in a period of disruption and economic uncertainty. Such market conditions have
materially and adversely affected debt and equity capital markets, which have had, and may continue to have, a
negative impact on our business and operations.
● Our operation as a BDC imposes numerous constraints on us and significantly reduces our operating flexibility. In
addition, if we fail to maintain our status as a BDC, we might be regulated as a closed-end investment company,
which would subject us to additional regulatory restrictions.
● We will be subject to corporate-level U.S. federal income tax on all of our income if we are unable to maintain our
qualification for tax treatment as a RIC under Subchapter M of the Code, which would have a material adverse
effect on our financial performance.
● We are dependent upon management personnel of our Investment Adviser for our future success.
● Our ability to grow depends on our ability to raise additional capital.
● We borrow money, which may magnify the potential for gain or loss and may increase the risk of investing in us.
● We operate in a highly competitive market for investment opportunities.
● Our Board of Directors may change our investment objective, operating policies and strategies without prior
notice or stockholder approval.
● Our Investment Adviser can resign on 60 days’ notice. We may not be able to find a suitable replacement within
that time, resulting in a disruption in our operations that could adversely affect our financial condition, business
and results of operations.
● Our ability to enter into transactions with our affiliates is restricted.
● We are exposed to risks associated with changes in interest rates.
● Our investment strategy focuses on investments in development-stage companies in our Target Industries, which
are subject to many risks, including volatility, intense competition, shortened product life cycles and periodic
downturns, and would be rated below “investment grade.”
● The lack of liquidity in our investments may adversely affect our business.
● Declines in market prices and liquidity in the corporate debt markets can result in significant net unrealized
depreciation of our portfolio, which in turn would affect our results of operations.
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● Investing in our common stock involves an above average degree of risk
Risks Related to our Adviser and Affiliates
We are dependent upon key personnel of our Advisor and our Advisor’s ability to hire and retain qualified personnel.
We do not have any employees and are dependent upon the members of our Advisor’s senior management, as well as
other key personnel for the identification, evaluation, final selection, structuring, closing and monitoring of our
investments. These employees have critical industry experience and relationships that we rely on to implement our
business plan to originate Venture Loans in our Target Industries. Our future success depends on the continued service of
the senior members of our Advisor’s management team. If our Advisor were to lose the services of any of the senior
members of our Advisor’s management team, we may not be able to operate our business as we expect, and our ability to
compete could be harmed, either of which could cause our business, results of operations or financial condition to suffer.
In addition, if any two of the three of Mr. Pomeroy, our Chief Executive Officer, Mr. Michaud, our President, or
Mr. Trolio, our Chief Financial Officer, ceases to be actively involved with us or our Advisor, and is not replaced by an
individual satisfactory to Key within 90 days, Key could, absent a waiver or cure, demand repayment of any outstanding
obligations under the Key Facility. If any two of the four of Mr. Pomeroy, Mr. Michaud, Mr. Trolio or Mr. Devorsetz, our
Chief Investment Officer, ceases to be actively involved with us, the NYL Noteholders could, absent a waiver or cure,
redeem any outstanding obligations under the NYL Facility. In such an event, if we do not have sufficient cash to repay our
outstanding obligations, we may be required to sell investments which, due to their illiquidity, may be difficult to sell on
favorable terms or at all. We may also be unable to make new investments, cover our existing obligations to extend credit
or meet other obligations as they come due, which could adversely impact our results of operations.
Our future success also depends, in part, on our Advisor’s ability to identify, attract and retain sufficient numbers of
highly skilled employees. If our Advisor is not successful in identifying, attracting and retaining such employees, we may
not be able to operate our business as we expect. In addition, our Advisor may in the future manage investment funds with
investment objectives similar to ours thereby diverting the time and attention of its investment professionals that we rely on
to implement our business plan.
Our Advisor may change or be restructured.
We cannot assure you that the Advisor will remain our investment adviser or that we will continue to have access to
our Advisor’s investment professionals or its relationships. We would be required to obtain shareholder approval for a new
investment management agreement in the event that (1) the Advisor resigns as our investment adviser or (2) a change of
control or deemed change of control of the Advisor occurs. We cannot provide assurance that a new investment
management agreement or new investment adviser would provide the same or equivalent services on the same or on as
favorable of terms as the Investment Management Agreement or the Advisor.
Our Advisor may, from time to time, possess material non-public information regarding our portfolio companies,
limiting our investment discretion.
Officers and employees of our Advisor may serve as directors of, or in a similar capacity with, our portfolio
companies, the securities of which are purchased or sold on our behalf. If we obtain material non-public information with
respect to such portfolio companies, or we become subject to trading restrictions under the internal trading policies of those
portfolio companies or as a result of applicable law or regulations, we could be prohibited for a period of time from
purchasing or disposing of the securities of such portfolio companies, and this prohibition may have an adverse effect on
us.
Our Advisor has significant potential conflicts of interest with us and our stockholders.
As a result of our arrangements with our Advisor, there may be times when our Advisor has interests that differ from
those of our stockholders, giving rise to a potential conflict of interest. Our executive officers and directors, as well as the
current and future executives and employees of our Advisor, serve or may serve as officers, directors or principals of
entities that operate in the same or a related line of business as we do. Accordingly, they may have obligations to investors
in those entities, the fulfillment of which might not be in the best interests of our stockholders. In addition, obligations to
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these other entities may cause our executive officers and directors and those of our Advisor to divert their time and
attention away from us or otherwise cause them not to dedicate a significant portion of their time to our businesses which
could slow our rate of investment.
In addition, our Advisor manages other funds, and may manage additional funds in the future, that have investment
objectives that are similar, in whole or in part, to ours. Our Advisor may determine that an investment is appropriate for us
and for one or more of those other funds. In such an event, depending on the availability of the investment and other
appropriate factors, our Advisor will endeavor to allocate investment opportunities in a fair and equitable manner and act in
accordance with its written allocation policy to address and, if necessary, resolve any conflict of interests. It is also possible
that we may not be given the opportunity to participate in these other investment opportunities.
We pay management and incentive fees to our Advisor and reimburse our Advisor for certain expenses it incurs. As a
result, investors in our common stock invest on a “gross” basis and receive distributions on a “net” basis after expenses,
resulting in a lower rate of return than an investor might achieve through direct investments. Also, the incentive fee
payable by us to our Advisor may create an incentive for our Advisor to pursue investments on our behalf that are riskier or
more speculative than would be the case in the absence of such compensation arrangements. In addition, if any of the other
funds managed by our Advisor have a different fee structure than we do, our Advisor may, in certain circumstances, have
an incentive to devote more time and resources, and/or recommend the allocation of investment opportunities, to such fund.
For example, to the extent our Advisor’s incentive compensation is not subject to a total return requirement with respect to
another fund, it may have an incentive to devote time and resources to such fund.
We have entered into a license agreement with HTF pursuant to which it has agreed to grant us a non-exclusive,
royalty-free right and license to use the service mark “Horizon Technology Finance.” Under this agreement, we have a
right to use the “Horizon Technology Finance” service mark for so long as the Investment Management Agreement is in
effect between us and our Advisor. In addition, we pay our Advisor, our allocable portion of overhead and other expenses
incurred by our Advisor in performing its obligations under the Administration Agreement, including rent, the fees and
expenses associated with performing compliance functions, and our allocable portion of the compensation of our Chief
Financial Officer and Chief Compliance Officer and their respective staffs. Any potential conflict of interest arising as a
result of our arrangements with our Advisor could have a material adverse effect on our business, results of operations and
financial condition.
Our incentive fee may impact our Advisor’s structuring of our investments, including by causing our Advisor to pursue
speculative investments.
The incentive fee payable by us to our Advisor may create an incentive for our Advisor to pursue investments on our
behalf that are riskier or more speculative than would be the case in the absence of such compensation arrangement. The
incentive fee payable to our Advisor is calculated based on a percentage of our return on invested capital. This may
encourage our Advisor to use leverage to increase the return on our investments. Under certain circumstances, the use of
leverage may increase the likelihood of default, which would impair the value of our common stock. In addition, our
Advisor receives the incentive fee based, in part, upon net capital gains realized on our investments. Unlike that portion of
the incentive fee based on income, there is no hurdle rate applicable to the portion of the incentive fee based on net capital
gains. As a result, our Advisor may have an incentive to invest more capital in investments that are likely to result in
capital gains as compared to income-producing securities. Such a practice could result in our investing in more speculative
investments than would otherwise be the case, which could result in higher investment losses, particularly during economic
downturns. In addition, the incentive fee may encourage our Advisor to pursue different types of investments or structure
investments in ways that are more likely to result in warrant gains or gains on equity investments, including upon exercise
of equity participation rights, which are inconsistent with our investment strategy and disciplined underwriting process.
The incentive fee payable by us to our Advisor may also induce our Advisor to pursue investments on our behalf that
have a deferred interest feature, even if such deferred payments would not provide cash necessary to enable us to pay
current distributions to our stockholders. Under these investments, we would accrue interest over the life of the investment
but would not receive the cash income from the investment until the end of the term. Our net investment income used to
calculate the income portion of our investment fee, however, includes accrued interest. Thus, a portion of this incentive fee
would be based on income that we have not yet received in cash. In addition, the “catch-up” portion of the incentive fee
may encourage our Advisor to accelerate or defer interest payable by portfolio companies from one calendar quarter
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to another, potentially resulting in fluctuations in the timing and amounts of distributions. Our governing documents do not
limit the number of debt investments we may make with deferred interest features or the proportion of our income we
derive from such debt investments.
Our ability to enter into transactions with our affiliates is restricted, which may limit the scope of investments available
to us.
We are prohibited under the 1940 Act from participating in certain transactions with our affiliates without the prior
approval of our independent directors and, in some cases, of the SEC. Any person that owns, directly or indirectly, 5% or
more of our outstanding voting securities is our affiliate for purposes of the 1940 Act, and we are generally prohibited from
buying or selling any security from or to, or entering into certain “joint” transactions (which could include investments in
the same portfolio company) with, such affiliates, absent the prior approval of our independent directors or, in certain
cases, the SEC.
Our Advisor is considered to be our affiliate under the 1940 Act, as is any person that controls, or is under common
control with us or our Advisor. We are generally prohibited from buying or selling any security from or to, or entering into
“joint” transactions with, such affiliates without prior approval of our independent directors and, in some cases, exemptive
relief from the SEC.
We may, however, invest alongside other clients of our Advisor in certain circumstances where doing so is consistent
with applicable law, SEC staff interpretations and/or exemptive relief issued by the SEC. For example, we may invest
alongside such accounts consistent with guidance promulgated by the staff of the SEC permitting us and such other
accounts to purchase interests in a single class of privately placed securities so long as certain conditions are met, including
that our Advisor, acting on our behalf and on behalf of other clients, negotiates no term other than price. We may also
invest alongside our Advisor’s other clients as otherwise permissible under regulatory guidance and applicable regulations.
Such investments will be allocated in accordance with our Advisor’s allocation policy, and this allocation policy is
periodically approved by our Advisor and reviewed by our independent directors. We expect that allocation determinations
will be made similarly for other accounts sponsored or managed by our Advisor. If sufficient securities or loan amounts are
available to satisfy our and each such account’s proposed demand, we expect that the opportunity will be allocated in
accordance with our Advisor’s pre-transaction determination; however, if insufficient securities or loan amounts are
available, the opportunity will generally be allocated pro rata based on each affiliate’s initial allocation in the asset class
being allocated. We cannot assure you that investment opportunities will be allocated to us fairly or equitably in the short-
term or over time.
On November 27, 2017, we were granted exemptive relief from the SEC that permits greater flexibility to negotiate
the terms of co-investments if our Board determines in advance that it would be advantageous for us to co-invest with other
accounts sponsored or managed by our Advisor in a manner consistent with our investment objective, positions, policies,
strategies and restrictions, as well as regulatory requirements and other relevant factors. We cannot assure you, however,
that we will develop opportunities that comply with such limitations.
In situations where co-investment with other accounts managed by our Advisor is not permitted or appropriate, our
Advisor will need to decide which client will proceed with the investment. Our Advisor’s allocation policy provides, in
such circumstances, for investments to be allocated to assure that all clients have fair and equitable access to such
investment opportunities over time. Moreover, except in certain circumstances, we will be unable to invest in any issuer in
which a fund managed by our Advisor has previously invested. Similar restrictions limit our ability to transact business
with our officers or directors or their affiliates. These restrictions may limit the scope of investment opportunities that
would otherwise be available to us.
The valuation process for certain of our portfolio holdings creates a conflict of interest.
The majority of our portfolio investments are expected to be made in the form of securities that are not publicly traded.
As a result, the Board will determine the fair value of these securities in good faith as described above in “— Because
many of our investments typically are not and will not be in publicly traded securities, the value of our investments may
not be readily determinable, which could adversely affect the determination of our NAV.” In connection with that
determination, investment professionals from the Advisor may provide the Board with portfolio company valuations based
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upon the most recent portfolio company financial statements available and projected financial results of each portfolio
company. The participation of the Advisor’s investment professionals in our valuation process could result in a conflict of
interest as the Advisor’s management fee is based, in part, on our gross assets less cash and cash equivalents, and our
incentive fees will be based, in part, on unrealized appreciation and depreciation on our investments.
Our Advisor’s liability is limited, and we have agreed to indemnify our Advisor against certain liabilities, which may
lead our Advisor to act in a riskier manner on our behalf than it would when acting for its own account.
Under the Investment Management Agreement, our Advisor does not assume any responsibility to us other than to
render the services called for under that agreement, and it is not responsible for any action of our Board in following or
declining to follow our Advisor’s advice or recommendations. Under the terms of the Investment Management Agreement,
our Advisor, its officers, members, personnel and any person controlling or controlled by our Advisor are not liable to us,
any subsidiary of ours, our directors, our stockholders or any subsidiary’s stockholders or partners for acts or omissions
performed in accordance with and pursuant to the Investment Management Agreement, except those resulting from acts
constituting gross negligence, willful misconduct, bad faith or reckless disregard of our Advisor’s duties under the
Investment Management Agreement. In addition, we have agreed to indemnify our Advisor and each of its officers,
directors, members, managers and employees from and against any claims or liabilities, including reasonable legal fees and
other expenses reasonably incurred, arising out of or in connection with our business and operations or any action taken or
omitted on our behalf pursuant to authority granted by the Investment Management Agreement, except where attributable
to gross negligence, willful misconduct, bad faith or reckless disregard of such person’s duties under the Investment
Management Agreement. These protections may lead our Advisor to act in a riskier manner when acting on our behalf than
it would when acting for its own account.
We cannot predict how new tax legislation will affect us, our investments, or our stockholders, and any such legislation
could adversely affect our business.
Legislative or other actions relating to taxes could have a negative effect on us. The rules dealing with U.S. federal
income taxation are constantly under review by persons involved in the legislative process and by the Internal Revenue
Service and the U.S. Treasury Department. The Biden Administration has proposed significant changes to the existing U.S.
tax rules, and there are a number of proposals in Congress that would similarly modify the existing U.S. tax rules. The
likelihood of any such legislation being enacted is uncertain, but new legislation and any U.S. Treasury regulations,
administrative interpretations or court decisions interpreting such legislation could significantly and negatively affect our
ability to qualify for tax treatment as a RIC or the U.S. federal income tax consequences to us and our stockholders of such
qualification, or could have other adverse consequences. Stockholders are urged to consult with their tax advisor regarding
tax legislative, regulatory, or administrative developments and proposals and their potential effect on an investment in our
common stock.
If we are unable to manage our future growth effectively, we may be unable to achieve our investment objective, which
could adversely affect our business, results of operations and financial condition and cause the value of your investment
in us to decline.
Our ability to achieve our investment objective depends on our ability to achieve and sustain growth, which depends,
in turn, on our Advisor’s direct origination capabilities and disciplined underwriting process in identifying, evaluating,
financing, investing in and monitoring suitable companies that meet our investment criteria. Accomplishing this result on a
cost-effective basis is largely a function of our Advisor’s marketing capabilities, management of the investment process,
ability to provide efficient services and access to financing sources on acceptable terms. In addition to monitoring the
performance of our existing investments, our Advisor may also be called upon to provide managerial assistance to our
portfolio companies. These demands on their time may distract them or slow the rate of investment. If we fail to manage
our future growth effectively, our business, results of operations and financial condition could be materially adversely
affected and the value of your investment in us could decrease.
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Our business plan and growth strategy depend to a significant extent upon our Advisor’s referral relationships. If our
Advisor is unable to develop new or maintain existing relationships, or if these relationships fail to generate investment
opportunities, our business could be materially adversely affected.
We have historically depended on our Advisor’s referral relationships to generate investment opportunities. For us to
achieve our future business objectives, members of our Advisor need to maintain these relationships with venture capital
and private equity firms and management teams and legal firms, accounting firms, investment banks and other lenders, and
we rely to a significant extent upon these relationships to provide us with investment opportunities. If they fail to maintain
their existing relationships or develop new relationships with other firms or sources of investment opportunities, we may
not be able to grow our investment portfolio. In addition, persons with whom our Advisor has relationships are not
obligated to provide us with investment opportunities, and, therefore, there is no assurance that such relationships will lead
to the origination of debt or other investments.
Our Advisor can resign on 60 days’ notice, and we may not be able to find a suitable replacement within that time,
resulting in a disruption in our operations that could adversely affect our business, results of operations or financial
condition.
Under our Investment Management Agreement and our Administration Agreement, our Advisor has the right to resign
at any time, upon not more than 60 days’ written notice, whether we have found a replacement or not. If our Advisor
resigns, we may not be able to find a new investment adviser or administrator or hire internal management with similar
expertise and ability to provide the same or equivalent services on acceptable terms within 60 days, or at all. If we are
unable to do so, our operations are likely to be disrupted, our business, results of operations and financial condition and our
ability to pay distributions may be adversely affected and the market price of our shares may decline. In addition, the
coordination of our internal management and investment activities is likely to suffer if we are unable to identify and reach
an agreement with a single institution or group of executives having the expertise possessed by our Advisor and its
affiliates. Even if we are able to retain comparable management, whether internal or external, the integration of new
management and their lack of familiarity with our investment objective may result in additional costs and time delays that
may adversely affect our business, results of operations or financial condition.
Risks Related to Our Investments
Our stockholders are not able to evaluate our future investments.
Our future investments will be selected by our Advisor, subject to the approval of its investment committee. Our
stockholders do not have input into our Advisor’s investment decisions. As a result, our stockholders are unable to evaluate
any of our future portfolio company investments. These factors increase the uncertainty, and thus the risk, of investing in
our securities.
We are a non-diversified investment company within the meaning of the 1940 Act, and therefore we generally are not
limited with respect to the proportion of our assets that may be invested in securities of a single issuer.
We are classified as a non-diversified investment company within the meaning of the 1940 Act, which means that we
are not limited by the 1940 Act with respect to the proportion of our assets that we may invest in securities of a single
issuer, excluding limitations on stake holdings in investment companies. Beyond our income tax diversification
requirements, we do not have fixed guidelines for diversification, and our investments could be focused on relatively few
portfolio companies. Although we are classified as a non-diversified investment company within the meaning of the 1940
Act, we maintain the flexibility to operate as a diversified investment company and have done so for an extended period of
time. To the extent that we continue to operate as a non-diversified investment company in the future, we may be subject to
greater risk.
To the extent that we assume large positions in the securities of a small number of issuers, our NAV may fluctuate to a
greater extent than that of a diversified investment company as a result of changes in the financial condition or the market’s
assessment of the issuer. If a significant investment in one or more portfolio companies fails to perform as expected, our
financial results could be more negatively affected and the magnitude of the loss could be more significant
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than if we had made smaller investments in more portfolio companies. We may also be more susceptible to any single
economic or regulatory occurrence than a diversified investment company.
Our portfolio may be focused on a limited number of industries, which will subject us to a risk of significant loss if there
is a downturn in a particular industry.
Our portfolio may be focused on a limited number of industries. As a result, a downturn in any particular industry in
which we are invested could also significantly impact the aggregate returns we realize. Our Target Industries are
susceptible to changes in government policy and economic assistance, which could adversely affect the returns we receive.
If our investments do not meet our performance expectations, you may not receive distributions.
We intend to make distributions of income on a monthly basis to our stockholders. We may not be able to achieve
operating results that will allow us to make distributions at a specific level or increase the amount of these distributions
from time to time. In addition, due to the asset coverage test applicable to us as a BDC, we may be limited in our ability to
make distributions. Also, restrictions and provisions in any existing or future credit facilities may limit our ability to make
distributions. If we do not distribute a certain percentage of our income each tax year as dividends to stockholders, we will
suffer adverse tax consequences, including the possible loss of our ability to be subject to tax as a RIC.
Most of our portfolio companies will need additional capital, which may not be readily available.
Our portfolio companies typically require substantial additional financing to satisfy their continuing working capital
and other capital requirements and service the interest and principal payments on our investments. We cannot predict the
circumstances or market conditions under which our portfolio companies will seek additional capital. Each round of
institutional equity financing is typically intended to provide a company with only enough capital to reach the next stage of
development. It is possible that one or more of our portfolio companies will not be able to raise additional financing or may
be able to do so only at a price or on terms that are unfavorable to the portfolio company, either of which would negatively
impact our investment returns. Some of these companies may be unable to obtain sufficient financing from private
investors, public capital markets or lenders, thereby requiring these companies to cease or curtail business operations.
Accordingly, investing in these types of companies generally entails a higher risk of loss than investing in companies that
do not have significant incremental capital raising requirements.
Our failure to make follow-on investments in our portfolio companies could impair the value of our portfolio.
Following an initial investment in a portfolio company, we may have opportunities to make additional investments in
that portfolio company as “follow-on” investments, in seeking to:
● increase or maintain in whole or in part our position as a creditor or equity ownership percentage in a portfolio
company;
● exercise warrants, options or convertible securities that were acquired in the original or subsequent financing; or
● preserve or enhance the value of our investment.
We have discretion to make follow-on investments, subject to the availability of capital resources. Failure on our part
to make follow-on investments may, in some circumstances, jeopardize the continued viability of a portfolio company and
our initial investment, or may result in a missed opportunity for us to increase our participation in a successful portfolio
company. Even if we have sufficient capital to make a desired follow-on investment, we may elect not to make a follow-on
investment because we may not want to increase our level of risk, because we prefer other opportunities or because of
regulatory or other considerations. Our ability to make follow-on investments may also be limited by our Advisors’
allocation policy.
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Economic recessions or downturns could adversely affect our business and that of our portfolio companies which may
have an adverse effect on our business, results of operations and financial condition.
General economic conditions may affect our activities and the operation and value of our portfolio companies.
Economic slowdowns or recessions may result in a decrease of institutional equity investment, which would limit our
lending opportunities. Furthermore, many of our portfolio companies are susceptible to economic or industry centric
slowdowns or recessions and may be unable to repay our debt investments during these periods. Therefore, our non-
performing assets are likely to increase and the value of our portfolio is likely to decrease during these periods. Adverse
economic conditions may also decrease the value of collateral securing some of our debt investments and the value of our
equity investments. Economic slowdowns or recessions could lead to financial losses in our portfolio and a material
decrease in revenues, net income and assets. Unfavorable economic conditions could also increase our funding costs, limit
our access to the capital markets or result in a decision by lenders not to extend credit to us.
A portfolio company’s failure to satisfy financial or operating covenants imposed by us or other lenders could lead to
defaults and, potentially, termination of its loans and foreclosure on its secured assets, which could trigger cross-defaults
under other agreements and jeopardize the portfolio company’s ability to meet its obligations under the loans that we hold.
We may incur expenses to the extent necessary to recover our investment upon default or to negotiate new terms with a
defaulting portfolio company. These events could harm our financial condition and operating results.
A period of market disruption may have a material adverse effect on our business, financial condition, results of
operations and cash flows. In addition, unfavorable economic conditions, including rising interest rates, may also increase
our funding costs, limit our access to capital markets or negatively impact our ability to obtain financing, particularly from
the debt markets.
Our investment strategy focuses on investments in development-stage companies in our Target Industries, which are
subject to many risks, including volatility, intense competition, shortened product life cycles and periodic downturns,
and would be rated below “investment grade.”
We intend to invest, under normal circumstances, most of the value of our total assets (including the amount of any
borrowings for investment purposes) in development-stage companies, which may have relatively limited operating
histories, in our Target Industries. Many of these companies may have narrow product lines and small market shares,
compared to larger established, publicly owned firms, which tend to render them more vulnerable to competitors’ actions
and market conditions, as well as general economic downturns. The revenues, income (or losses) and valuations of
development-stage companies in our Target Industries can and often do fluctuate suddenly and dramatically. For these
reasons, investments in our portfolio companies, if rated by one or more ratings agency, would typically be rated below
“investment grade,” which refers to securities rated by ratings agencies below the four highest rating categories. These
companies may also have more limited access to capital and higher funding costs. In addition, development-stage
technology markets are generally characterized by abrupt business cycles and intense competition, and the competitive
environment can change abruptly due to rapidly evolving technology. Therefore, our portfolio companies may face
considerably more risk than companies in other industry sectors. Accordingly, these factors could impair their cash flow or
result in other events, such as bankruptcy, which could limit their ability to repay their obligations to us and may materially
adversely affect the return on, or the recovery of, our investments in these businesses.
Because of rapid technological change, the average selling prices of products and some services provided by
development-stage companies in our Target Industries have historically decreased over their productive lives. These
decreases could adversely affect their operating results and cash flow, their ability to meet obligations under their debt
securities and the value of their equity securities. This could, in turn, materially adversely affect our business, financial
condition and results of operations.
Any unrealized depreciation we experience on our debt investments may be an indication of future realized losses,
which could reduce our income available for distribution.
As a BDC, we are required to carry our investments at fair value, which is the market value of our investments or, if no
market value is ascertainable, at the fair value as determined in good faith pursuant to procedures approved by our Board in
accordance with our valuation policy. We are not permitted to maintain a reserve for debt investment losses.
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Decreases in the fair values of our investments, which can occur rapidly based upon developments affecting our portfolio
companies, are recorded as unrealized depreciation. Any unrealized depreciation in our debt investments could be an
indication of a portfolio company’s inability to meet its repayment obligations to us with respect to the affected debt
investments. This could result in realized losses in the future and ultimately reduces our income available for distribution in
future periods.
If the assets securing the debt investments we make decrease in value, we may not have sufficient collateral to cover
losses and may experience losses upon foreclosure.
We believe our portfolio companies generally are and will be able to repay our debt investments from their available
capital, from future capital-raising transactions or from cash flow from operations. However, to mitigate our credit risks,
we typically take a security interest in all or a portion of the assets of our portfolio companies. There is a risk that the
collateral securing our debt investments may decrease in value over time, may be difficult to appraise or sell in a timely
manner and may fluctuate in value based upon the business and market conditions, including as a result of an inability of
the portfolio company to raise additional capital, and, in some circumstances, our lien could be subordinated to claims of
other creditors. In addition, deterioration of a portfolio company’s financial condition and prospects, including its inability
to raise additional capital, may be accompanied by deterioration of the value of the collateral for the debt investment.
Consequently, although such debt investment is secured, we may not receive principal and interest payments according to
the debt investment’s terms and the value of the collateral may not be sufficient to recover our investment should we be
forced to enforce our remedies.
In addition, because we invest in development-stage companies in our Target Industries, a substantial portion of the
assets securing our investment may be in the form of intellectual property, if any, inventory, equipment, cash and accounts
receivables. Intellectual property, if any, which secures a debt investment could lose value if the company’s rights to the
intellectual property are challenged or if the company’s license to the intellectual property is revoked or expires. In
addition, in lieu of a security interest in a portfolio company’s intellectual property we may sometimes obtain a security
interest in all assets of the portfolio company other than intellectual property and also obtain a commitment by the portfolio
company not to grant liens to any other creditor on the company’s intellectual property. In these cases, we may have
additional difficulty recovering our principal in the event of a foreclosure. Similarly, any equipment securing our debt
investments may not provide us with the anticipated security if there are changes in technology or advances in new
equipment that render the particular equipment obsolete or of limited value or if the company fails to adequately maintain
or repair the equipment. Any one or more of the preceding factors could materially impair our ability to recover principal
in a foreclosure, which may adversely affect our ability to pay distributions in the future.
We may choose to waive or defer enforcement of covenants in the debt securities held in our portfolio, which may cause
us to lose all or part of our investment in these companies.
We structure the debt investments in our portfolio companies to include business and financial covenants placing
affirmative and negative obligations on the operation of such companies’ business and financial condition. However, from
time to time we may elect to waive breaches of these covenants, including our right to payment, or waive or defer
enforcement of remedies, such as acceleration of obligations or foreclosure on collateral, depending upon the financial
condition and prospects of the particular portfolio company. These actions may reduce the likelihood of our receiving the
full amount of future payments of interest or principal and be accompanied by a deterioration in the value of the underlying
collateral as many of these companies may have limited financial resources, may be unable to meet future obligations and
may go bankrupt. These events could harm our financial condition and operating results.
The lack of liquidity in our investments may adversely affect our business, and if we need to sell any of our investments,
we may not be able to do so at a favorable price. As a result, we may suffer losses.
We plan to generally invest in debt investments with terms of up to four years and hold such investments until
maturity, unless earlier prepaid, and we do not expect that our related holdings of equity securities will provide us with
liquidity opportunities in the near-term. We expect to primarily invest in companies whose securities are not publicly-
traded, and whose securities are subject to legal and other restrictions on resale or are otherwise less liquid than publicly
traded securities. The illiquidity of these investments may make it difficult for us to sell these investments when desired.
We may also face other restrictions on our ability to liquidate an investment in a public portfolio company to the extent
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that we possess material non-public information regarding the portfolio company. In addition, if we are required to
liquidate all or a portion of our portfolio quickly, we may realize significantly less than the value at which we had
previously recorded these investments. As a result, we do not expect to dispose of our investments in the near term.
However, we may be required to do so in order to maintain our qualification as a BDC and as a RIC if we do not satisfy
one or more of the applicable criteria under the respective regulatory frameworks. Because most of our investments are
illiquid, we may be unable to dispose of them, in which case we could fail to qualify as a RIC and/or BDC, or we may not
be able to dispose of them at favorable prices, and as a result, we may suffer losses.
The disposition of our debt investments may result in contingent liabilities.
In connection with the disposition of a debt investment, we may be required to make representations about the
business and financial affairs of the portfolio company typical of those made in connection with the sale of a business. We
may also be required to indemnify the purchasers of such debt investment to the extent that any such representations turn
out to be inaccurate or with respect to potential liabilities. These arrangements may result in contingent liabilities that
ultimately result in funding obligations that we must satisfy through our return of distributions previously made to us.
Our portfolio companies may incur debt that ranks equally with, or senior to, our investments in such companies.
We plan to invest primarily in debt investments issued by our portfolio companies. Some of our portfolio companies
are permitted to have other debt that ranks equally with, or senior to, our debt investments in the portfolio company. By
their terms, these debt instruments may provide that the holders thereof are entitled to receive payment of interest or
principal on or before the dates on which we are entitled to receive payments in respect of our debt investments. These debt
instruments may prohibit the portfolio companies from paying interest on or repaying our investments in the event of, and
during, the continuance of a default under the debt instruments. In addition, in the event of insolvency, liquidation,
dissolution, reorganization or bankruptcy of a portfolio company, holders of debt instruments ranking senior to our
investment in that portfolio company would typically be entitled to receive payment in full before we receive any payment
in respect of our investment. After repaying senior creditors, a portfolio company may not have any remaining assets to use
for repaying its obligation to us. In the case of debt ranking equally with our debt investments, we would have to share on a
pro rata basis any distributions with other creditors holding such debt in the event of an insolvency, liquidation, dissolution,
reorganization or bankruptcy.
There may be circumstances where our debt investments could be subordinated to claims of other creditors, or we could
be subject to lender liability claims.
Even though certain of our investments are structured as senior debt investments, if one of our portfolio companies
were to go bankrupt, depending on the facts and circumstances, including the extent to which we actually provided
managerial assistance to that portfolio company, a bankruptcy court might recharacterize our debt investment and
subordinate all or a portion of our claim to that of other creditors or an out-of-court restructuring might enable other lenders
to become effectively senior to our claims. We may also be subject to lender liability claims for actions taken by us with
respect to a portfolio company’s business, including in rendering significant managerial assistance, or instances where we
exercise control over the portfolio company.
An investment strategy that primarily includes investments in privately held companies presents certain challenges,
including a lack of available information about these companies, a dependence on the talents and efforts of only a few
key portfolio company personnel and a greater vulnerability to economic downturns.
We currently invest, and plan to invest, in privately held companies. Generally, very little public information exists
about these companies, and we are required to rely on the ability of our Advisor to obtain adequate information to evaluate
the potential returns from investing in these companies. If we are unable to uncover all material information about these
companies, we may not make a fully informed investment decision, and we may lose money on our investments. Also,
privately held companies frequently have less diverse product lines and a smaller market presence than larger competitors.
Thus, they are generally more vulnerable to economic downturns and may experience substantial variations in operating
results. These factors could affect our investment returns.
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In addition, our success depends, in large part, upon the abilities of the key management personnel of our portfolio
companies, who are responsible for the day-to-day operations of our portfolio companies. Competition for qualified
personnel is intense at any stage of a company’s development. The loss of one or more key managers can hinder or delay a
company’s implementation of its business plan and harm its financial condition. Our portfolio companies may not be able
to attract and retain qualified managers and personnel. Any inability to do so may negatively affect our investment returns.
The borrowing needs of our portfolio companies are unpredictable, especially during a challenging economic
environment. We may not be able to meet our unfunded commitments to extend credit, which could have a material
adverse effect on our reputation in the market and our ability to generate incremental lending activity and may subject
us to lender liability claims.
A commitment to extend credit is an agreement to lend funds to our portfolio companies as long as there is no
violation of any condition established under the agreement. Because of the credit profile of our portfolio companies, we
typically have a substantial amount of total unfunded credit commitments, which amount is not reflected on our balance
sheet. The actual borrowing needs of our portfolio companies may exceed our expected funding requirements, especially
during a challenging economic environment when our portfolio companies may be more dependent on our credit
commitments due to the lack of available credit elsewhere, an increasing cost of credit or the limited availability of equity
financing from venture capital firms or otherwise. In addition, limited partner investors of some of our portfolio companies
may fail to meet their underlying investment commitments due to liquidity or other financing issues, which may increase
our portfolio companies’ borrowing needs. Any failure to meet our unfunded credit commitments in accordance with the
actual borrowing needs of our portfolio companies may have a material adverse effect on our reputation in the market and
our ability to generate incremental lending activity and may subject us to lender liability claims.
We may hold the debt securities of leveraged companies that may, due to the significant volatility of such companies,
experience bankruptcy or similar financial distress.
Leveraged companies may experience bankruptcy, receivership or similar financial distress. The debt investments of
distressed companies may not produce income, may require us to bear certain expenses or to make additional advances in
order to protect our investment and may subject us to uncertainty as to when, in what manner (e.g., through liquidation,
reorganization, receivership or bankruptcy) and for what value such distressed debt will eventually be satisfied. Proceeds
received from such proceedings may not be income that satisfies the Qualifying Income Test for RICs and may not be in an
amount sufficient to repay such expenses or advances. In the event that a plan of reorganization is adopted or a receivership
is established, in exchange for the debt investment we currently hold, we may receive non-cash proceeds, including equity
securities or license or royalty agreements with contingent payments, which may require significantly more of our
management’s time and attention. In addition, if we take control of a distressed company in connection with a
reorganization, it could require additional costs and significant amounts of our management’s time and attention.
If a portfolio company enters a bankruptcy process, we will be subject to a number of significant inherent risks. Many
events in a bankruptcy proceeding are the product of contested matters and adversarial proceedings and are beyond the
control of the creditors. A bankruptcy filing by an issuer may adversely and permanently affect the issuer. If the proceeding
is converted to a liquidation, the value of the issuer may not equal the liquidation value that was believed to exist at the
time of the investment. The duration of a bankruptcy proceeding is also difficult to predict, and a creditor’s return on
investment can be adversely affected by delays until the plan of reorganization or liquidation ultimately becomes effective.
The administrative costs of a bankruptcy proceeding are frequently high and would be paid out of the debtor’s estate prior
to any return to creditors. Because the standards for classification of claims under bankruptcy law are vague, our influence
with respect to the class of securities or other obligations we own may be lost by increases in the number and amount of
claims in the same class or by different classification and treatment. In the early stages of the bankruptcy process, it is often
difficult to estimate the extent of, or even to identify, any contingent claims that might be made. In addition, certain claims
that have priority by law (for example, claims for taxes) may be substantial.
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Prepayments of our debt investments by our portfolio companies could adversely impact our results of operations and
reduce our return on equity.
We are subject to the risk that the investments we make in our portfolio companies may be repaid prior to maturity. For
example, most of our debt investments have historically been repaid prior to maturity by our portfolio companies. At the
time of a liquidity event, such as a sale of the business, refinancing or public offering, many of our portfolio companies
have availed themselves of the opportunity to repay our debt investments prior to maturity. Our investments generally
allow for repayment at any time subject to certain penalties. When this occurs, we generally reinvest these proceeds in
temporary investments, pending their future investment in new portfolio companies. These temporary investments have
substantially lower yields than the debt being prepaid, and we could experience significant delays in reinvesting these
amounts. Any future investment in a new portfolio company may also be at lower yields than the debt that was repaid. As a
result, our results of operations could be materially adversely affected if one or more of our portfolio companies elects to
prepay amounts owed to us. Additionally, prepayments could negatively impact our return on equity, which could result in
a decline in the market price of our common stock.
Our business and growth strategy could be adversely affected if government regulations, priorities and resources
impacting the industries in which our portfolio companies operate change.
Some of our portfolio companies operate in industries that are highly regulated by federal, state and/or local agencies.
Changes in existing laws, rules or regulations, or judicial or administrative interpretations thereof, or uncertainty regarding
such changes or new laws, rules or regulations could have an adverse impact on the business and industries of our portfolio
companies. In addition, changes in government priorities or limitations on government resources could also adversely
impact our portfolio companies. We are unable to predict whether any such changes in laws, rules or regulations will occur
and, if they do occur, the impact of these changes on our portfolio companies and our investment returns.
Our portfolio companies operating in the technology industry are subject to risks particular to that industry.
As part of our investment strategy, we have invested, and plan to invest in the future, in companies in the technology
industry. Such portfolio companies face intense competition as their businesses are rapidly evolving and intensely
competitive, and are subject to changing technology, shifting user needs, and frequent introductions of new products and
services. The growth of certain technology sectors in which we focus (such as communications, networking, data storage,
software, cloud computing, and internet and media) into a variety of new fields implicates new regulatory issues and may
result in our portfolio companies in such sectors being subject to new regulations.
Portfolio companies in the technology industry may also have a limited number of suppliers of necessary components
or a limited number of manufacturers for their products, and therefore face a risk of disruption to their manufacturing
process if they are unable to find alternative suppliers when needed. In addition, litigation regarding intellectual property
rights is common in the sectors of the technology industry in which we focus. See “–If our portfolio companies are unable
to protect their intellectual property rights, our business and prospects could be harmed, and if portfolio companies are
required to devote significant resources to protecting their intellectual property rights, the value of our investment could be
reduced.” Any of these factors could materially and adversely affect the operations of a portfolio company in this industry
and, in turn, impair our ability to timely collect principal and interest payments owed to us.
Our portfolio companies operating in the life science industry are subject to extensive government regulation and
certain other risks particular to that industry.
As part of our investment strategy, we have invested, and plan to invest in the future, in companies in the life science
industry.
Such portfolio companies are subject to extensive regulation by the Food and Drug Administration and to a lesser
extent, other federal and state agencies. If any of these portfolio companies fail to comply with applicable regulations, they
could be subject to significant penalties and claims that could materially and adversely affect their operations. In addition,
new laws, regulations or judicial interpretations of existing laws and regulations might adversely affect a portfolio
company in this industry.
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The successful and timely implementation of the business model of life science companies depends on their ability to
adapt to changing technologies and introduce new products. The success of new product offerings will depend, in turn, on
many factors, including the ability to properly anticipate and satisfy customer needs, obtain regulatory approvals on a
timely basis, develop and manufacture products in an economic and timely manner, obtain or maintain advantageous
positions with respect to intellectual property, and differentiate products from those of competitors.
Further, the development of products (including medical devices or drugs) by life science companies requires
significant research and development, clinical trials and regulatory approvals. The results of product development efforts
may be affected by a number of factors, including the ability to innovate, develop and manufacture new products, complete
clinical trials, obtain regulatory approvals and reimbursement by insurers in the United States (including Medicare and
Medicaid) and abroad, or gain and maintain market approval of products. In addition, patents attained by others can
preclude or delay the commercialization of a product. There can be no assurance that any products now in development
will achieve technological feasibility, obtain regulatory approval, or gain market acceptance. Failure can occur at any point
in the development process, including after significant funds have been invested. Products may fail to reach the market or
may have only limited commercial success because of efficacy or safety concerns, failure to achieve positive clinical
outcomes, inability to obtain necessary regulatory approvals, failure to achieve market adoption, limited scope of approved
uses, excessive costs to manufacture, failure to establish or maintain intellectual property rights, infringement by others of
a company’s intellectual property rights, or infringement by a company of intellectual property rights of others.
Portfolio companies in the life science industry may also have a limited number of suppliers of necessary components
or a limited number of manufacturers for their products, and therefore face a risk of disruption to their manufacturing
process if they are unable to find alternative suppliers when needed. Any of these factors could materially and adversely
affect the operations of a portfolio company in this industry and, in turn, impair our ability to timely collect principal and
interest payments owed to us.
Our portfolio companies operating in the healthcare information and services industry are subject to extensive
government regulation and certain other risks particular to that industry.
As part of our investment strategy, we have invested, and plan to invest in the future, in companies in the healthcare
information and services industry. Such portfolio companies provide technology to companies that are subject to extensive
regulation, including Medicare and Medicaid payment rules and regulation, the False Claims Act and federal and state laws
regarding the collection, use and disclosure of patient health information and the storage, handling and administration of
pharmaceuticals. If any of our portfolio companies or the companies to which they provide such technology fail to comply
with applicable regulations, they could be subject to significant penalties and claims that could materially and adversely
affect their operations. Portfolio companies in the healthcare information or services industry are also subject to the risk
that changes in applicable regulations will render their technology obsolete or less desirable in the marketplace.
Portfolio companies in the healthcare information and services industry may also have a limited number of suppliers of
necessary components or a limited number of manufacturers for their products, and therefore face a risk of disruption to
their manufacturing process if they are unable to find alternative suppliers when needed. Any of these factors could
materially and adversely affect the operations of a portfolio company in this industry and, in turn, impair our ability to
timely collect principal and interest payments owed to us.
Our investments in the sustainability industry are subject to many risks, including volatility, intense competition,
unproven technologies, periodic downturns and potential litigation.
Our investments in sustainability companies are subject to substantial operational risks, such as underestimated cost
projections, unanticipated operation and maintenance expenses, loss of government subsidies, and inability to deliver cost-
effective alternative energy solutions compared to traditional energy products. In addition, energy companies employ a
variety of means of increasing cash flow, including increasing utilization of existing facilities, expanding operations
through new construction or acquisitions, or securing additional long-term contracts. Thus, some energy companies may be
subject to construction risk, acquisition risk or other risks arising from their specific business strategies. Furthermore,
production levels for solar, wind and other renewable energies may be dependent upon adequate sunlight, wind, or biogas
production, which can vary from market to market and period to period, resulting in volatility in production levels and
profitability. In addition, our sustainability companies may have narrow product lines and small market shares, which tend
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to render them more vulnerable to competitors’ actions and market conditions, as well as to general economic downturns.
The revenues, income (or losses) and valuations of sustainability companies can and often do fluctuate suddenly and
dramatically and the markets in which sustainability companies operate are generally characterized by abrupt business
cycles and intense competition. Demand for sustainability and renewable energy is also influenced by the available supply
and prices for other energy products, such as coal, oil and natural gas. A decrease in prices in these energy products could
reduce demand for alternative energy. Sustainability companies face potential litigation, including significant warranty and
product liability claims, as well as class action and government claims. Such litigation could adversely affect the business
and results of operations of our sustainability portfolio companies.
Sustainability companies are subject to extensive government regulation and certain other risks particular to the sectors
in which they operate and our business and growth strategy could be adversely affected if government regulations,
priorities and resources impacting such sectors change or if our portfolio companies fail to comply with such
regulations.
As part of our investment strategy we invest in portfolio companies in sustainability sectors that may be subject to
extensive regulation by foreign, U.S. federal, state and/or local agencies. Changes in existing laws, rules or regulations, or
judicial or administrative interpretations thereof, uncertainty regarding such changes or new laws, rules or regulations
could have an adverse impact on the business and industries of our portfolio companies. In addition, changes in
government priorities or limitations on government resources could also adversely impact our portfolio companies. We are
unable to predict whether any such changes in laws, rules or regulations will occur and, if they do occur, the impact of
these changes on our portfolio companies and our investment returns. Furthermore, if any of our portfolio companies fail to
comply with applicable regulations, they could be subject to significant penalties and claims that could materially and
adversely affect their operations. Our portfolio companies may be subject to the expense, delay and uncertainty of the
regulatory approval process for their products and, even if approved, these products may not be accepted in the
marketplace.
In particular, there is considerable uncertainty about whether foreign, U.S., state and/or local governmental entities
will enact or maintain legislation or regulatory programs that mandate reductions in greenhouse gas emissions or provide
incentives for sustainability companies. Without such regulatory policies, investments in sustainability companies may not
be economical and financing for sustainability companies may become unavailable, which could materially adversely
affect the ability of our portfolio companies to repay the debt they owe to us. Any of these factors could materially and
adversely affect the operations and financial condition of a portfolio company and, in turn, the ability of the portfolio
company to repay the debt they owe to us.
If our portfolio companies are unable to commercialize their technologies, products, business concepts or services, the
returns on our investments could be adversely affected.
The value of our investments in our portfolio companies may decline if our portfolio companies are not able to
commercialize their technology, products, business concepts or services. Additionally, although some of our portfolio
companies may already have a commercially successful product or product line at the time of our investment, technology-
related products and services often have a more limited market or life span than products in other industries. Thus, the
ultimate success of these companies often depends on their ability to innovate continually in increasingly competitive
markets. If they are unable to do so, our investment returns could be adversely affected and their ability to service their
debt obligations to us over the life of a loan could be impaired. Our portfolio companies may be unable to acquire or
develop successful new technologies and the intellectual property they currently hold may not remain viable. Even if our
portfolio companies are able to develop commercially viable products, the market for new products and services is highly
competitive and rapidly changing. Neither our portfolio companies nor we have any control over the pace of technology
development. Commercial success is difficult to predict, and the marketing efforts of our portfolio companies may not be
successful.
Our portfolio companies may rely upon licenses for all or part of their intellectual property.
A portfolio company may license all or part of its intellectual property from another unrelated party. While the
portfolio company may continue development on that licensed intellectual property, it can be difficult to ascertain who has
title to the intellectual property. We may also rely upon the portfolio company’s management team’s representations as to
the nature of the licensing agreement. There are implications in workouts and in bankruptcy where intellectual
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property is not wholly owned by a portfolio company. Further, the licensor may have an actual or contingent claim on the
intellectual property (for instance, a payment due upon change in control) that would supersede other claims in that asset in
certain situations.
If our portfolio companies are unable to protect their intellectual property rights, our business and prospects could be
harmed, and if portfolio companies are required to devote significant resources to protecting their intellectual property
rights, the value of our investment could be reduced.
Our future success and competitive position depends in part upon the ability of our portfolio companies to obtain,
maintain and protect proprietary technology used in their products and services. The intellectual property held by our
portfolio companies often represents a substantial portion of the collateral securing our investments and/or constitutes a
significant portion of the portfolio companies’ value that may be available in a downside scenario to repay our debt
investments. Our portfolio companies rely, in part, on patent, trade secret and trademark law to protect that technology, but
competitors may misappropriate their intellectual property, and disputes as to ownership of intellectual property may arise.
Portfolio companies may, from time to time, be required to institute litigation to enforce their patents, copyrights or other
intellectual property rights, protect their trade secrets, determine the validity and scope of the proprietary rights of others or
defend against claims of infringement.
Such litigation could result in substantial costs and diversion of resources. Similarly, if a portfolio company is found to
infringe or misappropriate a third party’s patent or other proprietary rights, it could be required to pay damages to the third
party, alter its products or processes, obtain a license from the third party and/or cease activities utilizing the proprietary
rights, including making or selling products utilizing the proprietary rights. Any of the foregoing events could negatively
affect both the portfolio company’s ability to service our debt investment and the value of any related debt and equity
securities that we own, as well as the value of any collateral securing our investment.
In some cases, we collateralize our debt investments with a secured collateral position in a portfolio company’s assets,
which may include a negative pledge or, to a lesser extent, no security interest on their intellectual property. In the event of
a default on a debt investment, the intellectual property of the portfolio company would most likely be liquidated to
provide proceeds to pay the creditors of the portfolio company. There can be no assurance that our security interest, if any,
in the proceeds of the intellectual property will be enforceable in a court of law or bankruptcy court or that there will not be
others with senior or pari passu credit interests.
We do not expect to control any of our portfolio companies.
We do not control, or expect to control in the future, any of our portfolio companies, even though our debt agreements
may contain certain restrictive covenants that limit the business and operations of our portfolio companies. We also do not
maintain, or intend to maintain in the future, a control position to the extent we own equity interests in any portfolio
company. As a result, we are subject to the risk that a portfolio company in which we invest may make business decisions
with which we disagree and the management of such company, as representatives of the holders of their common equity,
may take risks or otherwise act in ways that do not serve our interests as debt investors. Due to the lack of liquidity of the
investments that we typically hold in our portfolio companies, we may not be able to dispose of our investments in the
event we disagree with the actions of a portfolio company and we may therefore, suffer a decrease in the value of our
investments.
We may invest in foreign portfolio companies or secure our investments with the assets of our portfolio companies’
foreign subsidiaries.
We may invest in securities of foreign companies. Additionally, certain debt investments consisting of secured loans to
portfolio companies with headquarters and primary operations located within the United States may be secured by the
assets of a portfolio company’s foreign subsidiary. Investments involving foreign companies may involve greater risks.
These risks include: (i) less publicly available information; (ii) varying levels of governmental regulation and supervision;
and (iii) the difficulty of enforcing legal rights in a foreign jurisdiction and uncertainties as to the status, interpretation and
application of laws. Moreover, foreign companies are generally not subject to uniform accounting, auditing and financial
reporting standards, practices and requirements comparable to those applicable to United States companies. Debt
investments secured by the assets of a portfolio company’s foreign subsidiary may be subject to various laws enacted in
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their home countries for the protection of debtors or creditors, which could adversely affect our ability to recover amounts
owed. These insolvency considerations will differ depending on the country in which each foreign subsidiary is located and
may differ depending on whether the foreign subsidiary is a non-sovereign or a sovereign entity. The economies of
individual non-U.S. countries may also differ from the U.S. economy in such respects as growth of gross domestic product,
rate of inflation, volatility of currency exchange rates, depreciation, capital reinvestment, resources self-sufficiency and
balance of payments position. Accordingly, debt investments secured by the assets of a portfolio company’s foreign
subsidiary could face risks which would not pertain to debt investments solely in U.S. portfolio companies.
We may not realize expected returns on warrants received in connection with our debt investments.
As discussed above, we generally receive warrants in connection with our debt investments. If we do not receive the
returns that are anticipated on the warrants, our investment returns on our portfolio companies, and the value of your
investment in us, may be lower than expected.
We currently invest a portion of our capital in high-quality short-term investments, which generate lower rates of return
than those expected from investments made in accordance with our investment objective.
We currently invest a portion of our capital in cash, cash equivalents, U.S. government securities, money market funds
and other high-quality short-term investments. These securities may earn yields substantially lower than the income that we
anticipate receiving once these proceeds are fully invested in accordance with our investment objective.
Federal Income Tax Risks
If we are unable to satisfy the requirements under the Code for qualification as a RIC, we will be subject to corporate-
level income taxes.
To qualify as a RIC under the Code, we must meet certain source-of-income and asset diversification requirements
contained in Subchapter M of the Code, as well as maintain our election to be regulated as a BDC under the 1940 Act. We
must also meet the Annual Distribution Requirement in order to avoid the imposition of corporate-level income taxes on all
of our taxable income, regardless of whether we make any distributions to our stockholders.
The Qualifying Income Test is satisfied if we derive in each tax year at least 90% of our gross income from dividends,
interest (including tax-exempt interest), payments with respect to certain securities loans, gains from the sale or other
disposition of stock, securities or foreign currencies, other income (including but not limited to gain from options, futures
or forward contracts) derived with respect to our business of investing in stock, securities or currencies, or net income
derived from interests in “qualified publicly traded partnerships.” The status of certain forms of income we receive could
be subject to different interpretations under the Code and might be characterized as non-qualifying income that could cause
us to fail to qualify as a RIC, assuming we do not qualify for or take advantage of certain remedial provisions, and, thus,
may cause us to be subject to corporate-level federal income taxes.
To qualify as a RIC, we must also meet the Diversification Tests at the end of each quarter of our tax year. Failure to
meet these tests may result in our having to (1) dispose of certain investments quickly; (2) raise additional capital to
prevent the loss of RIC status; or (3) engage in certain remedial actions that may entail the disposition of certain
investments at disadvantageous prices that could result in substantial losses, and the payment of penalties, if we qualify to
take such actions. Because most of our investments are and will be in development-stage companies within our Target
Industries, any such dispositions could be made at disadvantageous prices and may result in substantial losses. If we raise
additional capital to satisfy the asset diversification requirements, it could take a longer time to invest such capital. During
this period, we will invest in temporary investments, such as money market funds, which we expect will earn yields
substantially lower than the interest income that we anticipate receiving in respect of our investments in secured and
amortizing debt investments.
The Annual Distribution Requirement is satisfied if we distribute dividends to our stockholders in each tax year of an
amount generally equal to at least 90% of our investment company taxable income, determined without regard to any
deductions for dividends paid. If we borrow money, we may be subject to certain asset coverage requirements under the
1940 Act and loan covenants that could, under certain circumstances, restrict us from making distributions necessary to
qualify as a RIC. If we are unable to obtain cash from other sources, we may fail to be eligible to be subject to taxation as
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a RIC, assuming we do not qualify for or take advantage of certain remedial provisions, and, thus, may be subject to
corporate-level income taxes.
If we were to fail to qualify as a RIC for any reason and become subject to a corporate-level income taxes, the
resulting taxes could substantially reduce our net assets, the amount of income available for distribution to our
stockholders, and the actual amount of our distributions. Such a failure would have a material adverse effect on us, the
NAV of our common stock and the total return, if any, obtainable from your investment in our common stock. In addition,
we could be required to recognize unrealized gains, incur substantial taxes and interest and make substantial distributions
before requalifying as a RIC. See “Item 1. Business—Regulation.”
Because we distribute all or substantially all of our investment company taxable income to our stockholders, we will
need additional capital to finance our growth. If additional funds are unavailable or not available on favorable terms,
our ability to grow will be impaired.
To satisfy the requirements applicable to a RIC, to avoid incurring excise taxes and to minimize or to avoid incurring
corporate-level federal income taxes, we intend to distribute to our stockholders all or substantially all of our investment
company taxable income and net capital gains. However, we may retain all or a portion of our net capital gains, incur any
applicable income taxes with respect thereto, and elect to treat such retained net capital gains as deemed distributions to our
stockholders. As a BDC, we generally are required to maintain coverage of total assets to total senior securities, which
includes all of our borrowings and any preferred stock we may issue in the future, of at least 150%, subject to certain
disclosures. This requirement limits the amount that we may borrow. Because we continue to need capital to grow our debt
investment portfolio, this limitation may prevent us from incurring debt and require us to raise additional equity at a time
when it may be disadvantageous to do so. We cannot assure you that debt and equity financing will be available to us on
favorable terms, or at all, and debt financings may be restricted by the terms of any of our outstanding borrowings. In
addition, as a BDC, we are limited in our ability to issue equity securities at a price below the then-current NAV per share.
If additional funds are not available to us, we could be forced to curtail or cease new lending and investment activities, and
our NAV could decline.
Because we intend to distribute substantially all of our income to our stockholders to maintain our ability to be subject
to tax as a RIC, we will need to raise additional capital to finance our growth. If funds are not available to us, we may
need to curtail new investments, and our common stock value could decline.
In order to satisfy the requirements to be treated as a RIC for federal income tax purposes, we intend to distribute to
our stockholders substantially all of our investment company taxable income and net capital gains each taxable year.
However, we may retain all or a portion of our net capital gains and pay applicable income taxes with respect thereto and
elect to treat such retained net capital gains as deemed dividend distributions to our stockholders.
As a BDC, we are required to meet a 150% asset coverage ratio, subject to certain disclosure requirements of total
assets to total senior securities, which includes all of our borrowings, and any preferred stock we may issue in the future.
This requirement limits the amount we may borrow. If the value of our assets declines, we may be unable to satisfy this
test. If that happens, we may be required to sell a portion of our investments or sell additional common stock and,
depending on the nature of our leverage, to repay a portion of our indebtedness at a time when such sales and repayments
may be disadvantageous. In addition, the issuance of additional securities could dilute the percentage ownership of our
current stockholders in us.
We may have difficulty paying our required distributions if we recognize taxable income before or without receiving
cash.
We may be required to recognize taxable income in circumstances in which we do not receive cash. For example, if we
hold debt instruments that are treated under applicable tax rules as having original issue discount (such as debt instruments
with PIK, or, in certain cases, increasing interest rates or issued with warrants), we must include in taxable income each
tax year a portion of the original issue discount that accrues over the life of the debt instrument, regardless of whether cash
representing such income is received by us in the same tax year. We do not have a policy limiting our ability to invest in
original issue discount instruments, including PIK debt investments. Because in certain cases we may recognize
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taxable income before or without receiving cash representing such income, we may have difficulty meeting the Annual
Distribution Requirement.
Accordingly, we may need to sell some of our assets at times that we would not consider advantageous, raise
additional debt or equity capital or forego new investment opportunities or otherwise take actions that are disadvantageous
to our business (or be unable to take actions that we believe are necessary or advantageous to our business) in order to
satisfy the Annual Distribution Requirement. If we are unable to obtain cash from other sources to satisfy the Annual
Distribution Requirement, we may become subject to a corporate-level income taxes on all of our income. The proportion
of our income, consisting of interest and fee income that resulted from the portion of original issue discount classified as
such in accordance with GAAP not received in cash for the years ended December 31, 2021, 2020 and 2019 was 9.4%,
10.4% and 10.2%, respectively.
If we make loans to borrowers or acquire loans that contain deferred payment features, such as loans providing for the
payment of portions of principal and/or interest at maturity, this could increase the risk of default by our borrowers.
Our investments with deferred payment features, such as debt investments providing for ETPs, may represent a higher
credit risk than debt investments requiring payments of all principal and accrued interest at regular intervals over the life of
the debt investment. For example, even if the accounting conditions for income accrual were met during the period when
the obligation was outstanding, the borrower could still default when our actual collection is scheduled to occur upon
maturity of the obligation. The amount of ETPs due under our investments having such a feature currently represents a
small portion of the applicable borrowers’ total repayment obligations under such investments. However, deferred payment
arrangements increase the incremental risk that we will not receive a portion of the amount due at maturity. Additionally,
because investments with a deferred payment feature may have the effect of deferring a portion of the borrower’s payment
obligation until maturity of the debt investment, it may be difficult for us to identify and address developing problems with
borrowers in terms of their ability to repay us. Any such developments may increase the risk of default on our debt
investments by borrowers.
In addition, debt investments providing for ETPs are subject to the risks associated with debt investments having
original issue discount (such as debt instruments with PIK interest or, in certain cases, increasing interest rates or issued
with warrants). See “—We may have difficulty paying our required distributions if we recognize taxable income before or
without receiving cash.”
Risks Related to Business Development Companies
As a BDC, we generally are not able to issue our common stock at a price below the then-current NAV per share
without first obtaining the approval of our stockholders and our independent directors. If our common stock trades at a
price below NAV per share and we do not receive such approval, our business could be materially adversely affected.
As a BDC, we generally are not able to issue our common stock at a price below the then-current NAV per share
without first obtaining the approval of our stockholders and our independent directors. Stockholder approval to offer our
common stock at a price below NAV per share expired in January 2016, but we may seek such approval again in the future.
If our common stock trades at a price below NAV per share and we do not receive approval from our stockholders and our
independent directors to issue common stock at a price below NAV per share, we cannot raise capital through the issuance
of common stock. This may limit our ability: to grow and make new investments; to attract and retain top investment
professionals; to maintain deal flow and relations with top companies in our Target Industries and related entities such as
venture capital and private equity sponsors; and to sustain a minimum efficient scale for a public company.
Regulations governing our operation as a BDC affect our ability to, and the way in which, we raise additional capital,
which may expose us to additional risks.
Our business plans contemplate a need for a substantial amount of capital in addition to our current amount of capital.
We may obtain additional capital through the issuance of debt securities or preferred stock, and we may borrow money
from banks or other financial institutions, which we refer to collectively as “senior securities,” up to the maximum amount
permitted by the 1940 Act. If we issue senior securities, we would be exposed to typical risks associated with leverage,
including an increased risk of loss. In addition, if we issue preferred stock, it would rank senior to common stock in our
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capital structure and preferred stockholders would have separate voting rights and may have rights, preferences or
privileges more favorable than those of holders of our common stock.
The 1940 Act permits us to issue senior securities in amounts such that our asset coverage, as defined in the 1940 Act,
equals at least 150% after each issuance of senior securities, subject to certain disclosure requirements. If our asset
coverage is not at least 150%, we are not permitted to pay distributions or issue additional senior securities. As a result, we
may have difficulty meeting the Annual Distribution Requirement necessary to maintain RIC tax treatment. Moreover, if
the value of our assets declines, we may be unable to satisfy this asset coverage test. If that happens, we may be required to
liquidate a portion of our investments and repay a portion of our indebtedness at a time when we may be unable to do so or
unable to do so on favorable terms.
As a BDC, we generally are not able to issue our common stock at a price below NAV per share without first obtaining
the approval of our stockholders and our independent directors. Our stockholder approval expired in January 2016, but we
may seek such approval again in the future. If our common stock trades at a price below NAV per share and we do not
receive approval from our stockholders and our independent directors to issue common stock at a price below NAV per
share, we cannot raise capital through the issuance of equity securities. This may limit our ability: to grow and make new
investments; to attract and retain top investment professionals; to maintain deal flow and relations with top companies in
our Target Industries and related entities such as venture capital and private equity sponsors; and to sustain a minimum
efficient scale for a public company. The stockholder approval requirement does not apply to stock issued upon the
exercise of options, warrants or rights that we may issue from time to time. If we raise additional funds by issuing more
common stock or senior securities convertible into, or exchangeable for, our common stock, the percentage ownership of
our stockholders at that time would decrease, and you may experience dilution.
If we do not invest a sufficient portion of our assets in qualifying assets, we could fail to qualify as a BDC or be
precluded from investing according to our current business strategy.
As a BDC, we are prohibited from acquiring any assets other than qualifying assets (as defined under the 1940 Act)
unless, at the time of and after giving effect to such acquisition, at least 70% of our total assets are qualifying assets.
Subject to certain exceptions for follow-on investments and distressed companies, an investment in an issuer that has
outstanding securities listed on a national securities exchange may be treated as a qualifying asset only if such issuer has a
market capitalization that is less than $250 million at the time of such investment and meets the other specified
requirements. We may decide to make other investments that are not qualifying assets to the extent permitted by the 1940
Act.
If we acquire debt or equity securities from an issuer that has outstanding marginable securities at the time we make an
investment, these acquired assets may not be treated as qualifying assets. This result is dictated by the definition of
“eligible portfolio company” under the 1940 Act, which in part looks to whether a company has outstanding marginable
securities. See Item 1 above, “Regulation — Qualifying assets.”
If we do not invest a sufficient portion of our assets in qualifying assets, we could lose our status as a BDC. If we do
not maintain our status as a BDC, we would be subject to regulation as a registered closed-end investment company under
the 1940 Act. As a registered closed-end investment company, we would be subject to substantially more regulatory
restrictions under the 1940 Act, which would significantly decrease our operating flexibility.
New or modified laws or regulations governing our operations may adversely affect our business.
We and our portfolio companies are subject to regulation at the U.S. local, state and federal level. We are also
subject to federal, state and local laws and are subject to judicial and administrative decisions that affect our operations,
including maximum interest rates, fees and other charges, disclosures to portfolio companies, the terms of secured
transactions, collection and foreclosure proceedings and other trade practices. If these laws, regulations or decisions change,
or if we expand our business into additional jurisdictions, we may have to incur significant expenses in order to comply or
we might have to restrict our operations. New legislation may be enacted or new interpretations, rulings or regulations could
be adopted, including those governing the types of investments we or our portfolio companies are permitted to make, any of
which could harm us and our stockholders, potentially with retroactive effect. In particular, the impact of the Dodd-Frank
Act, and any amendments thereto that may be enacted, on us and our portfolio companies is subject to continuing
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uncertainty. The Dodd-Frank Act, including future rules implementing its provisions and the interpretation of those rules,
along with other legislative and regulatory proposals directed at the financial services industry or affecting taxation that are
proposed or pending in the U.S. Congress, may negatively impact the operations, cash flows or financial condition of us or
our portfolio companies, impose additional costs on us or our portfolio companies, intensify the regulatory supervision of us
or our portfolio companies or otherwise adversely affect our business or the business of our portfolio companies. Certain
members of Congress have indicated they will seek to amend or repeal portions of the Dodd-Frank Act, among other federal
laws. We cannot predict the ultimate effect on us or our portfolio companies that changes in the laws and regulations would
have as a result of the Dodd-Frank Act, or whether and the extent to which the Dodd-Frank Act may remain in its current
form. In addition, uncertainty regarding legislation and regulations affecting the financial services industry or taxation could
also adversely impact our business or the business of our portfolio companies. If we do not comply with applicable laws and
regulations, we could lose any licenses that we then hold for the conduct of our business and may be subject to civil fines
and criminal penalties.
Changes to or repeal of the laws and regulations governing our operations related to permitted investments may
cause us to alter our investment strategy in order to avail ourselves of new or different opportunities. Such changes could
result in material differences to our strategies and plans and may shift our investment focus from the areas of expertise of
our Advisor to other types of investments in which our Advisor may have little or no expertise or experience. Any such
changes, if they occur, could have a material adverse effect on our results of operations and the value of your investment.
On May 24, 2018, the Economic Growth, Regulatory Relief, and Consumer Protection Act was signed into law, which
increased from $50 billion to $250 billion the asset threshold for designation of "systemically important financial
institutions" or "SIFIs" subject to enhanced prudential standards set by the Federal Reserve Board, staggering application
of this change based on the size and risk of the covered bank holding company. On January 30, 2020, the Federal Reserve
Board released proposed changes to the Volcker Rule that would loosen compliance requirements for all banks. The effect
of these change and any further rules or regulations are and could be complex and far-reaching, and the change and any
future laws or regulations or changes thereto could negatively impact our operations, cash flows or financial condition,
impose additional costs on us, intensify the regulatory supervision of us or otherwise adversely affect our business,
financial condition and results of operations.
Over the last several years, there also has been an increase in regulatory attention to the extension of credit outside
of the traditional banking sector, raising the possibility that some portion of the non-bank financial sector will be subject to
new regulation. While it cannot be known at this time whether any regulation will be implemented or what form it will
take, increased regulation of non-bank credit extension could negatively impact our operations, cash flows or financial
condition, impose additional costs on us, intensify the regulatory supervision of us or otherwise adversely affect our
business, financial condition and results of operations.
Our Board may change our operating policies and strategies, including our investment objective, without prior notice or
stockholder approval, the effects of which may adversely affect our business.
Our Board may modify or waive our current operating policies and strategies, including our investment objectives,
without prior notice and without stockholder approval (provided that no such modification or waiver may change the
nature of our business so as to cease to be, or withdraw our election as a BDC as provided by the 1940 Act without
stockholder approval at a special meeting called upon written notice of not less than ten or more than sixty days before the
date of such meeting). We cannot predict the effect any changes to our current operating policies and strategies would have
on our business, results of operations or financial condition or on the value of our stock. However, the effects of any
changes might adversely affect our business, any or all of which could negatively impact our ability to pay distributions or
cause you to lose all or part of your investment in us.
Our quarterly and annual operating results may fluctuate due to the nature of our business.
We could experience fluctuations in our quarterly and annual operating results due to a number of factors, some of
which are beyond our control, including: our ability to make investments in companies that meet our investment criteria,
the interest rate payable on our debt investments, the default rate on these investments, the level of our expenses, variations
in, and the timing of, the recognition of realized and unrealized gains or losses, the degree to which we encounter
competition in our markets and general economic conditions. For example, we have historically experienced greater
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investment activity during the second and fourth quarters relative to other periods. As a result of these factors, you should
not rely on the results for any prior period as being indicative of our performance in future periods.
Risks Related to our Securities
We borrow money, which magnifies the potential for gain or loss on amounts invested and may increase the risk of
investing in us.
Leverage is generally considered a speculative investment technique, and we intend to continue to borrow money as
part of our business plan. The use of leverage magnifies the potential for gain or loss on amounts invested and, therefore,
increases the risks associated with investing in us. See “Item 7 — Management’s Discussion and Analysis of Financial
Condition and Results of Operation — Liquidity and capital resources.” Lenders of senior debt securities have fixed dollar
claims on our assets that are superior to the claims of our common stockholders. If the value of our assets increases, then
leveraging would cause the NAV attributable to our common stock to increase more sharply than it would have had we not
leveraged. However, any decrease in our income would cause net income to decline more sharply than it would have had
we not leveraged. This decline could adversely affect our ability to make common stock distribution payments. In addition,
because our investments may be illiquid, we may be unable to dispose of them or unable to do so at a favorable price in the
event we need to do so, if we are unable to refinance any indebtedness upon maturity, and, as a result, we may suffer
losses.
Our ability to service any debt that we incur depends largely on our financial performance and is subject to prevailing
economic conditions and competitive pressures. Moreover, as our Advisor’s management fee is payable to our Advisor
based on our gross assets less cash and cash equivalents, including those assets acquired through the use of leverage, our
Advisor may have a financial incentive to incur leverage which may not be consistent with our stockholders’ interests. As
leverage magnifies gains, if any, on our portfolio, as discussed above, our Pre-Incentive Fee Net Investment Income may
exceed the quarterly hurdle rate for the incentive fee on income payable. Thus, if we incur additional leverage, the
incentive fees payable to the Advisor may increase without any corresponding increase in our performance. Holders of our
common stock bear the burden of any increase in our expenses, as a result of leverage, including any increase in the
management fee or incentive fee payable to our Advisor.
In addition to the leverage described above, in the past, we have securitized a large portion of our debt investments to
generate cash for funding new investments and may seek to securitize additional debt investments in the future to the
extent permitted by the 1940 Act and the risk retention rules adopted pursuant to Section 941 of the Dodd-Frank Wall
Street Reform and Consumer Protection Act, or the Dodd-Frank Act. To securitize additional debt investments in the
future, we may create a wholly-owned subsidiary and sell and/or contribute a pool of debt investments to such subsidiary.
This could include the sale of interests in the subsidiary on a non-recourse basis to purchasers, who we would expect to be
willing to accept a lower interest rate to invest in investment grade loan pools. We would retain all or a portion of the
equity in any such securitized pool of loans. An inability to securitize part of our debt investments in the future could limit
our ability to grow our business, fully execute our business strategy and increase our earnings. Moreover, certain types of
securitization transactions may expose us to greater risk of loss than would other types of financing.
On June 7, 2018, a “required majority” (as defined in Section 57(o) of the 1940 Act) of our Board approved the
reduced asset coverage requirements and separately recommended that our stockholders approve the reduced asset
coverage requirements at a special meeting of our stockholders. The Company held a special meeting on October 30, 2018
during which the reduced asset coverage requirements were approved by stockholders. The reduced asset coverage
requirements took effect October 31, 2018.
Illustration: The following table illustrates the effect of leverage on returns from an investment in our common stock
assuming that we employ leverage such that our asset coverage equals (1) our actual asset coverage as of
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December 31, 2021 and (2) 150% at various annual returns, net of expenses. The calculations in the table below are
hypothetical and actual returns may be higher or lower than those appearing in the table below:
Assumed Return on Portfolio
(Net of Expenses)
-10%
-5%
0%
5%
10%
Corresponding return to common stockholder assuming actual asset
coverage as of December 31, 2021(1)
Corresponding return to common stockholder assuming 150%
asset coverage(2)
(26.02)% (15.53)% (5.04)%
5.45 % 15.94 %
(39.86)% (24.68)% (9.50)%
5.69 % 20.87 %
(1) Assumes $514 million in total assets, $260 million in outstanding debt, $245 million in net assets, and an average cost
of borrowed funds of 4.75% at December 31, 2021.
(2) Assumes $744 million in total assets, $490 million in outstanding debt, $245 million in net assets, and an average cost
of borrowed funds of 4.75% at December 31, 2021.
Based on our outstanding indebtedness of $260 million as of December 31, 2021 and the average cost of borrowed
funds of 4.75% as of that date, our investment portfolio would have needed to experience an annual return of at least 2.80%
to cover annual interest payments on the outstanding debt. Actual interest payments may be different.
Based on an outstanding indebtedness of $490 million on an assumed 150% asset coverage ratio and an average cost
of borrowed funds of 4.75%, our investment portfolio would need to experience an annual return of at least 3.46% to cover
annual interest payments on the outstanding debt. Actual interest payments may be different.
If we are unable to comply with the covenants or restrictions in our Credit Facilities or make payments when due
thereunder, our business could be materially adversely affected.
Our Credit Facilities are secured by a lien on the assets of our wholly owned subsidiaries, Credit II and HFI. The
breach of certain of the covenants or restrictions or our failure to make payments when due under the Credit Facilities,
unless cured within the applicable grace period, would result in a default under the Credit Facilities that would permit the
lender thereunder to declare all amounts outstanding to be due and payable. In such an event, we may not have sufficient
assets to repay such indebtedness and the lender may exercise rights available to them, including to the extent permitted
under applicable law, the seizure of such assets without adjudication.
The Key Facility also requires Credit II, HFI and our Advisor to comply with various financial covenants, including
maintenance by our Advisor of a minimum tangible net worth and limitations on the value of, and modifications to, the
loan collateral that secures the Credit Facilities. Complying with these restrictions may prevent us from taking actions that
we believe would help us to grow our business or are otherwise consistent with our investment objective. These restrictions
could also limit our ability to plan for or react to market conditions, meet extraordinary capital needs or otherwise restrict
corporate activities, and could result in our failing to qualify as a RIC resulting in our becoming subject to corporate-level
income tax. See “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations —
Liquidity and capital resources” for additional information regarding our credit arrangements.
An event of default or acceleration under the Credit Facilities could also cause a cross-default or cross-acceleration of
other debt instruments or contractual obligations, which would adversely impact our liquidity. We may not be granted
waivers or amendments to the Credit Facilities, if for any reason we are unable to comply with the terms of the Credit
Facilities and we may not be able to refinance the Credit Facilities on terms acceptable to us, or at all.
If we are unable to obtain additional debt financing, our business could be materially adversely affected.
We may want to obtain additional debt financing, or need to do so upon maturity of the Key Facility, NYL Facility,
2026 Notes or the Asset-Backed Notes, in order to obtain funds which may be made available for investments. We may
borrow under the Key Facility until June 22, 2024. After such date, we must repay the outstanding advances under the Key
Facility in accordance with its terms and conditions. All outstanding advances under the Key Facility are due and payable
on June 22, 2026, unless such date is extended in accordance with the terms of the Key Facility. We may borrow under the
NYL Facility until June 5, 2022. After such date, we must repay the outstanding advances under the NYL Facility in
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accordance with its terms and conditions. All outstanding advances under the NYL Facility are due and payable on June
15, 2027, unless such date is extended in accordance with the terms of the NYL Facility. All outstanding amounts on our
2026 Notes are due and payable on March 30, 2026 unless redeemed prior to that date. The Asset-Backed Notes have a
stated maturity of September 15, 2027. If we are unable to increase, renew or replace the Credit Facilities or enter into
other new debt financings on commercially reasonable terms, our liquidity may be reduced significantly. In addition, if we
are unable to repay amounts outstanding under any such debt financings and are declared in default or are unable to renew
or refinance these debt financings, we may not be able to make new investments or operate our business in the normal
course. These situations may arise due to circumstances that we may be unable to control, such as lack of access to the
credit markets, a severe decline in the value of the U.S. dollar, an economic downturn or an operational problem that
affects third parties or us, and could materially damage our business.
We are subject to certain risks as a result of our interests in connection with the 2019-1 Securitization and our equity
interest in the 2019-1 Trust.
On August 13, 2019, in connection with the 2019-1 Securitization and the offering of the Asset-Backed Notes by the
2019-1 Trust, we sold and/or contributed to Horizon Funding 2019-1, LLC or the Trust Depositor, certain loans, or the
Trust Loans, which the Trust Depositor in turn sold and/or contributed to the 2019-1 Trust in exchange for 100% of the
equity interest in the 2019-1 Trust, cash proceeds and other consideration. Following these transfers, the 2019-1 Trust, and
not the Trust Depositor or us, holds all of the ownership interest in the Trust Loans.
As a result of the 2019-1 Securitization, we hold, indirectly through the Trust Depositor, 100% of the equity interest of
the 2019-1 Trust. As a result, we consolidate the financial statements of the Trust Depositor and the 2019-1 Trust, as well
as our other subsidiaries, in our consolidated financial statements. Because each of the Trust Depositor and the 2019-1
Trust is disregarded as an entity separate from its owner for U.S. federal income tax purposes, the sale or contribution by us
to the Trust Depositor, and by the Trust Depositor to the 2019-1 Trust, did not constitute a taxable event for U.S. federal
income tax purposes. If the U.S. Internal Revenue Service were to take a contrary position, there could be a material
adverse effect on our business, financial condition, results of operations or cash flows. Further, a failure of the 2019-1 Trust
to be treated as a disregarded entity for U.S. federal income tax purposes would constitute an event of default pursuant to
the indenture under the 2019-1 Securitization, upon which the trustee under the 2019-1 Securitization, or the Trustee, may,
and will at the direction of a supermajority of the holders of the Asset-Backed Notes (collectively, the “Noteholders”),
declare the Asset-Backed Notes to be immediately due and payable and exercise remedies under the indenture, including
(i) institute proceedings for the collection of all amounts then payable on the Asset-Backed Notes or under the indenture,
enforce any judgment obtained, and collect from the 2019-1 Trust and any other obligor upon the Asset-Backed
Notes monies adjudged due; (ii) institute proceedings from time to time for the complete or partial foreclosure of the
indenture with respect to the property of the 2019-1 Trust; (iii) exercise any remedies as a secured party under the relevant
provisions of the applicable jurisdiction’s UCC and take other appropriate action under applicable law to protect and
enforce the rights and remedies of the Trustee and the Noteholders; or (iv) sell the property of the 2019-1 Trust or any
portion thereof or rights or interest therein at one or more public or private sales called and conducted in any matter
permitted by law. Any such exercise of remedies could have a material adverse effect on our business, financial condition,
results of operations or cash flows.
An event of default in connection with the 2019-1 Securitization could give rise to a cross-default under our other
material indebtedness.
The documents governing our other material indebtedness contain customary cross-default provisions that could be
triggered if an event of default occurs in connection with the 2019-1 Securitization. An event of default with respect to our
other indebtedness could lead to the acceleration of such indebtedness and the exercise of other remedies as provided in the
documents governing such other indebtedness. This could have a material adverse effect on our business, financial
condition, results of operations and cash flows and may result in our inability to make distributions sufficient to maintain
our status as a RIC.
We may not receive cash distributions in respect of our indirect ownership interest in the 2019-1 Trust.
Apart from fees payable to us in connection with our role as servicer of the Trust Loans and the reimbursement of
related amounts under the 2019-1 Securitization documents, we receive cash in connection with the 2019-1 Securitization
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only to the extent that the Trust Depositor receives payments in respect of its equity interest in the 2019-1 Trust. The holder
of the equity interest in the 2019-1 Trust is the residual claimant on distributions, if any, made by the 2019-1 Trust after the
Noteholders and other claimants have been paid in full on each payment date or upon maturity of the Asset-Backed Notes,
subject to the priority of payment provisions under the 2019-1 Securitization documents. To the extent that the value of the
2019-1 Trust’s portfolio of Trust Loans is reduced as a result of conditions in the credit markets (relevant in the event of a
liquidation event), other macroeconomic factors, distressed or defaulted Trust Loans or the failure of individual portfolio
companies to otherwise meet their obligations in respect of the Trust Loans, or for any other reason, the ability of the 2019-
1 Trust to make cash distributions in respect of the Trust Depositor’s equity interest would be negatively affected and,
consequently, the value of the equity interest in the 2019-1 Trust would also be reduced. In the event that we fail to receive
cash indirectly from the 2019-1 Trust, we could be unable to make distributions in amounts sufficient to maintain our status
as a RIC or at all.
The interests of the Noteholders may not be aligned with our interests.
The Asset-Backed Notes are debt obligations ranking senior in right of payment to the rights of the holder of the
equity interest in the 2019-1 Trust (currently the Trust Depositor, our wholly owned subsidiary), as residual claimant in
respect of distributions, if any, made by the 2019-1 Trust. As such, there are circumstances in which the interests of the
Noteholders may not be aligned with the interests of the holder of the equity interest in the 2019-1 Trust. For example,
under the terms of the documents governing the 2019-1 Securitization, the Noteholders have the right to receive payments
of principal and interest prior to the holder of the equity interest in the 2019-1 Trust.
For as long as the Asset-Backed Notes remain outstanding, the Noteholders have the right to act in certain
circumstances with respect to the Trust Loans in ways that may benefit their interests but not the interests of holder of the
equity interest in the 2019-1 Trust, including by exercising remedies under the documents governing the 2019-1
Securitization.
If an event of default occurs, the Noteholders will be entitled to determine the remedies to be exercised, subject to the
terms of the documents governing the 2019-1 Securitization. For example, upon the occurrence of an event of default with
respect to the Asset-Backed Notes, the Trustee may, and will at the direction of the holders of a supermajority of the Asset-
Backed Notes, declare the principal, together with any accrued interest, of the Asset-Backed Note to be immediately due
and payable. This would have the effect of accelerating the principal on such Asset-Backed Note, triggering a repayment
obligation on the part of the 2019-1 Trust. The Asset-Backed Notes then outstanding will be paid in full before any further
payment or distribution is made to the holder of the equity interest in 2019-1 Trust. There can be no assurance that there
will be sufficient funds through collections on the Trust Loans or through the proceeds of the sale of the Trust Loans in the
event of a bankruptcy or insolvency to repay in full the obligations under the Asset-Backed Notes, or to make any
distribution payment to holder of the equity interest in the 2019-1 Trust.
Remedies pursued by the Noteholders could be adverse to our interests as the indirect holder of the equity interest in
the 2019-1 Trust. The Noteholders have no obligation to consider any possible adverse effect on such other interests. Thus,
there can be no assurance that any remedies pursued by the Noteholders will be consistent with the best interests of the
Trust Depositor or that we will receive, indirectly through the Trust Depositor, any payments or distributions upon an
acceleration of the Asset-Backed Notes. Any failure of the 2019-1 Trust to make distributions in respect of the equity
interest that we indirectly hold through the Trust Depositor, whether as a result of an event of default and the acceleration
of payments on the Asset-Backed Notes or otherwise, could have a material adverse effect on our business, financial
condition, results of operations and cash flows and may result in our inability to make distributions sufficient to maintain
our status as a RIC.
Certain events related to the performance of Trust Loans could lead to the acceleration of principal payments on the
Asset-Backed Notes.
The following constitute rapid amortization events, or Rapid Amortization Events, under the documents governing the
2019-1 Securitization: (i) the aggregate outstanding principal balance of all delinquent Trust Loans exceeds twenty percent
(20%) of the aggregate outstanding principal balance of the Trust Loans; (ii) the aggregate outstanding principal balance of
defaulted Trust Loans plus the aggregate outstanding principal balance of all liquidated Trust Loans exceeds fifteen percent
(15%) of the aggregate outstanding principal balance of the Trust Loans; (iii) the aggregate
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outstanding principal balance of the Asset-Backed Notes exceeds the borrowing base (which is a percentage of the
outstanding principal balance of the Trust Loans less delinquent Trust Loans and Trust Loans to issuers that exceed given
thresholds) for a period of sixty consecutive days; (iv) the 2019-1 Trust’s pool of Trust Loans contains Trust Loans to nine
or fewer obligors during the amortization period; (v) the occurrence of an event of default under the documents governing
the 2019-1 Securitization; (vi) the downgrade of the rating of the Asset-Backed Notes by the rating agency to below “BB”;
and the downgrade of the rating of the Asset-Backed Notes by the rating agency to below investment-grade and failure to
cure such downgrade within 180 days of such downgrade. After a Rapid Amortization Event has occurred, subject to the
priority of payment provisions under the documents governing the 2019-1 Securitization, principal collections on the Trust
Loans will be used to make accelerated payments of principal on the Asset-Backed Notes until the payment of principal
balance of the Asset-Backed Notes is reduced to zero. Such an event could delay, reduce or eliminate the ability of the
2019-1 Trust to make payments or distributions in respect of the equity interest that we indirectly hold, which could have a
material adverse effect on our business, financial condition, results of operations and cash flows and may result in our
inability to make distributions sufficient to maintain our status as a RIC.
We have certain repurchase obligations with respect to the Trust Loans transferred in connection with the 2019-1
Securitization.
As part of the 2019-1 Securitization, we entered into a sale and contribution agreement and a sale and servicing
agreement under which we would be required to repurchase any Trust Loan (or participation interest therein) which was
sold to the 2019-1 Trust in breach of certain customary representations and warranties made by us or by the Trust
Depositor with respect to such Trust Loan or the legal structure of the 2019-1 Securitization. To the extent that there is such
a breach of such representations and warranties and we fail to satisfy any such repurchase obligation, the Trustee may, on
behalf of the 2019-1 Trust, bring an action against us to enforce these repurchase obligations.
There is a risk that investors in our equity securities may not receive distributions, that our distributions may not grow
over time or that a portion of distributions paid to you may be a return of capital.
We intend to make distributions on a monthly basis to our stockholders out of assets legally available for distribution.
We cannot assure you that we will achieve investment results that will allow us to make a specified level of cash
distributions or year-to-year increases in cash distributions. Our ability to pay distributions might be adversely affected by
the impact of one or more risk factors described in this report. In addition, due to the asset coverage test applicable to us as
a BDC, we may be limited in our ability to make distributions. All distributions will be paid at the discretion of our Board
and will depend on our earnings, our financial condition, maintenance of our ability to be subject to tax as a RIC,
compliance with BDC regulation and such other factors as our Board may deem relevant from time to time. We cannot
assure you that we will pay distributions to our stockholders in the future. Further, if we invest a greater amount of assets in
equity securities that do not pay current dividends, the amount available for distribution could be reduced.
On an annual basis, we must determine the extent to which any distributions we made were paid out of current or
accumulated earnings, recognized capital gains or capital. Distributions that represent a return of capital (which is the
return of your original investment in us, after subtracting sales load, fees and expenses directly or indirectly paid by you)
rather than a distribution from earnings or profits, reduce your basis in our stock for U.S. federal income tax purposes,
which may result in higher tax liability when the shares are sold, even if they have not increased in value or have lost
value.
Our common stock price may be volatile and may decrease substantially.
The trading price of our common stock may fluctuate substantially and the liquidity of our common stock may be
limited, in each case depending on many factors, some of which are beyond our control and may not be directly related to
our operating performance. These factors include the following:
● actual or anticipated changes in our earnings or fluctuations in our operating results;
● changes in the value of our portfolio of investments;
● price and volume fluctuations in the overall stock market or in the market for BDCs from time to time;
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● investor demand for our shares of common stock;
● significant volatility in the market price and trading volume of securities of registered closed-end management
investment companies, BDCs or other financial services companies;
● our inability to raise capital, borrow money or deploy or invest our capital;
● fluctuations in interest rates;
● any shortfall in revenue or net income or any increase in losses from levels expected by investors or securities
analysts;
● operating performance of companies comparable to us;
● changes in regulatory policies or tax guidelines with respect to RICs or BDCs;
● losing RIC status;
● general economic conditions, trends and other external factors;
● departures of key personnel; or
● loss of a major source of funding.
We and our Advisor could be the target of litigation.
We or our Advisor could become the target of securities class action litigation or other similar claims if our stock price
fluctuates significantly or for other reasons. The outcome of any such proceedings could materially adversely affect our
business, financial condition and/or operating results and could continue without resolution for long periods of time. Any
litigation or other similar claims could consume substantial amounts of our management’s time and attention, and that time
and attention and the devotion of associated resources could, at times, be disproportionate to the amounts at stake.
Litigation and other claims are subject to inherent uncertainties, and a material adverse impact on our financial statements
could occur for the period in which the effect of an unfavorable final outcome in litigation or other similar claims becomes
probable and reasonably estimable. In addition, we could incur expenses associated with defending ourselves against
litigation and other similar claims, and these expenses could be material to our earnings in future periods.
Shares of closed-end investment companies, including BDCs, frequently trade at a discount to their NAV, which is
separate and distinct from the risk that our NAV per share may decline.
We cannot predict the price at which our common stock will trade. Shares of closed-end investment companies,
including BDCs, frequently trade at a discount to their NAV and our stock may also be discounted in the market. This
characteristic of closed-end investment companies is separate and distinct from the risk that our NAV per share may
decline. We cannot predict whether shares of our common stock will trade above, at or below our NAV. In addition, if our
common stock trades below its NAV, we will generally not be able to issue additional shares of our common stock at its
market price without first obtaining the approval of our stockholders and our independent directors.
Investing in shares of our common stock may involve an above average degree of risk.
The investments we make in accordance with our investment objective may result in a higher amount of risk, volatility
or loss of principal than alternative investment options. Our investments in portfolio companies may be highly speculative
and aggressive, and therefore, an investment in our common stock may not be suitable for investors with lower risk
tolerance.
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Anti-takeover provisions in our charter documents and other agreements and certain provisions of the Delaware
General Corporation Law, or DGCL, could deter takeover attempts and have an adverse impact on the price of our
common stock.
The DGCL, our certificate of incorporation and our bylaws contain provisions that may have the effect of discouraging
a third party from making an acquisition proposal for us. Among other things, our certificate of incorporation and bylaws:
● provide for a classified board of directors, which may delay the ability of our stockholders to change the
membership of a majority of our Board;
● authorize the issuance of “blank check” preferred stock that could be issued by our Board to thwart a takeover
attempt;
● do not provide for cumulative voting;
● provide that vacancies on the Board, including newly created directorships, may be filled only by a majority vote
of directors then in office;
● limit the calling of special meetings of stockholders;
● provide that our directors may be removed only for cause;
● require supermajority voting to effect certain amendments to our certificate of incorporation and our bylaws; and
● require stockholders to provide advance notice of new business proposals and director nominations under specific
procedures.
These anti-takeover provisions may inhibit a change in control in circumstances that could give the holders of our
common stock the opportunity to realize a premium over the market price of our common stock. It is a default under our
Credit Facilities if (i) a person or group of persons (within the meaning of the Exchange Act) acquires beneficial ownership
of 20% or more of our issued and outstanding common stock or (ii) during any twelve-month period, individuals who at
the beginning of such period constituted our Board cease for any reason, other than death or disability, to constitute a
majority of the directors in office. If either event were to occur, Key and/or the NYL Noteholders could accelerate our
repayment obligations under, and/or terminate, the related Credit Facility.
If we elect to issue preferred stock, holders of any such preferred stock will have the right to elect members of our Board
and have class voting rights on certain matters.
The 1940 Act requires that holders of shares of preferred stock must be entitled as a class to elect two directors at all
times and to elect a majority of the directors if distributions on such preferred stock are in arrears by two years or more,
until such arrearage is eliminated. In addition, certain matters under the 1940 Act require the separate vote of the holders of
any issued and outstanding preferred stock, including changes in fundamental investment restrictions and conversion to
open-end status and, accordingly, preferred stockholders could veto any such changes. Restrictions imposed on the
declarations and payment of distributions to the holders of our common stock and preferred stock, both by the 1940 Act
and by requirements imposed by rating agencies, might impair our ability to maintain our ability to be subject to tax as a
RIC.
Your interest in us may be diluted if you do not fully exercise your subscription rights in any rights offering. In addition,
if the subscription price is less than our NAV per share, then you will experience an immediate dilution of the aggregate
NAV of your shares.
In the event we issue subscription rights, stockholders who do not fully exercise their rights should expect that they
will, at the completion of a rights offering, own a smaller proportional interest in us than would otherwise be the case if
they fully exercised their rights. Such dilution is not currently determinable because it is not known what proportion of the
shares will be purchased as a result of such rights offering. Any such dilution will disproportionately affect nonexercising
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stockholders. If the subscription price per share is substantially less than the current NAV per share, this dilution could be
substantial.
In addition, if the subscription price is less than our NAV per share, our stockholders would experience an immediate
dilution of the aggregate NAV of their shares as a result of such rights offering. The amount of any decrease in NAV is not
predictable because it is not known at this time what the subscription price and NAV per share will be on the expiration
date of the rights offering or what proportion of the shares will be purchased as a result of such rights offering. Such
dilution could be substantial.
Investors in offerings of our common stock may incur immediate dilution upon the closing of an offering.
If the public offering price for any offering of shares of our common stock is higher than the book value per share of
our outstanding common stock, investors purchasing shares of common stock in any offering will pay a price per share that
exceeds the tangible book value per share after such offering.
If we sell common stock at a discount to our NAV per share, stockholders who do not participate in such sale will
experience immediate dilution in an amount that may be material.
The issuance or sale by us of shares of our common stock at a discount to NAV poses a risk of dilution to our current
stockholders. In particular, stockholders who do not purchase additional shares at or below the discounted price in
proportion to their current ownership will experience an immediate decrease in NAV per share (as well as in the aggregate
NAV of their shares if they do not participate at all). These stockholders will also experience a disproportionately greater
decrease in their participation in our earnings and assets and their voting power than the increase we experience in our
assets, potential earning power and voting interests from such issuance or sale. In addition, such sales may adversely affect
the price at which our common stock trades.
Stockholders experience dilution in their ownership percentage if they do not participate in our dividend reinvestment
plan.
All distributions payable to stockholders that are participants in our dividend reinvestment plan, or DRIP, are
automatically reinvested in shares of our common stock. As a result, stockholders that do not participate in the DRIP will
experience dilution in their ownership interest over time.
Stockholders may receive shares of our common stock as dividends, which could result in adverse tax consequences to
them.
In order to satisfy the Annual Distribution Requirement, we have the ability to declare a large portion of a dividend in
shares of our common stock instead of in cash. As long as a portion of such dividend is paid in cash (which portion may be
as low as 20% of such dividend) and certain requirements are met, the entire distribution will be treated as a dividend for
U.S. federal income tax purposes. As a result, a stockholder generally would be subject to tax on 100% of the fair market
value of the dividend on the date the dividend is received by the stockholder in the same manner as a cash dividend, even
though most of the dividend was paid in shares of our common stock. We currently do not intend to pay dividends in shares
of our common stock.
The trading market or market value of our publicly issued Debt Securities that we may issue may fluctuate.
Upon issuance, any publicly issued debt securities that we may issue will not have an established trading market. We
cannot assure you that a trading market for our publicly issued Debt Securities will ever develop or, if developed, will be
maintained. In addition to our creditworthiness, many factors may materially adversely affect the trading market for, and
market value of, our publicly issued Debt Securities. These factors include:
● the time remaining to the maturity of these Debt Securities;
● the outstanding principal amount of debt securities with terms identical to our Debt Securities;
● the supply of debt securities trading in the secondary market, if any;
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● the redemption or repayment features, if any, of our Debt Securities;
● the level, direction and volatility of market interest rates generally; and
● market rate of interest higher or lower than the rate borne by our Debt Securities.
You should also be aware that there may be a limited number of buyers when you decide to sell your debt securities.
This too may materially adversely affect the market value of our Debt Securities or the trading market for our Debt
Securities.
Terms relating to redemption may materially adversely affect your return on the debt securities that we may issue.
If we issue debt securities that are redeemable at our option, we may choose to redeem the debt securities at times
when prevailing interest rates are lower than the interest rate paid on our Debt Securities. In addition, if such debt securities
are subject to mandatory redemption, we may be required to redeem our Debt Securities at times when prevailing interest
rates are lower than the interest rate paid on our Debt Securities. In this circumstance, you may not be able to reinvest the
redemption proceeds in a comparable security at an effective interest rate as high as your debt securities being redeemed.
Credit ratings provided by third party credit rating agencies may not reflect all risks of an investment in Debt Securities
that we may issue.
Credit ratings provided by third party credit rating agencies are an assessment by third parties of our ability to pay our
obligations. Consequently, real or anticipated changes in our credit ratings will generally affect the market value of Debt
Securities that we may issue. Credit ratings provided by third party credit rating agencies, however, may not reflect the
potential impact of risks related to market conditions generally or other factors discussed above on the market value of or
trading market for any publicly issued debt securities that we may issue. Because we approved increasing the amount we
are permitted to borrow under the 1940 Act, our credit rating may decline and we may incur additional costs in borrowing.
Sales in the public market of substantial amounts of our common stock may have an adverse effect on the market price
of our common stock, and the registration of a substantial amount of insider shares, whether or not actually sold, may
have a negative impact on the market price of our common stock.
Sales of substantial amounts of our common stock, or the availability of such common stock for sale, whether or not
actually sold, could adversely affect the prevailing market price of our common stock. If this occurs and continues, it could
impair our ability to raise additional capital through the sale of equity securities should we desire to do so.
Our Debt Securities are unsecured and therefore are effectively subordinated to any secured indebtedness we have
currently incurred or may incur in the future.
Our Debt Securities are not secured by any of our assets or any of the assets of our subsidiaries. As a result, our Debt
Securities are effectively subordinated to any secured indebtedness we or our subsidiaries have currently incurred and may
incur in the future (or any indebtedness that is initially unsecured to which we subsequently grant security) to the extent of
the value of the assets securing such indebtedness. In any liquidation, dissolution, bankruptcy or other similar proceeding,
the holders of any of our existing or future secured indebtedness and the secured indebtedness of our subsidiaries may
assert rights against the assets pledged to secure that indebtedness in order to receive full payment of their indebtedness
before the assets may be used to pay other creditors, including the holders of our Debt Securities.
Our Debt Securities are structurally subordinated to the indebtedness and other liabilities of our subsidiaries.
Our Debt Securities are obligations exclusively of Horizon Technology Finance Corporation, and not of any of our
subsidiaries. None of our subsidiaries is a guarantor of our Debt Securities and our Debt Securities are not required to be
guaranteed by any subsidiaries we may acquire or create in the future. The assets of such subsidiaries are not directly
available to satisfy the claims of our creditors, including holders of our Debt Securities.
Except to the extent we are a creditor with recognized claims against our subsidiaries, all claims of creditors (including
trade creditors) and holders of preferred stock, if any, of our subsidiaries have priority over our equity interests in such
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subsidiaries (and therefore the claims of our creditors, including holders of our Debt Securities) with respect to the assets of
such subsidiaries. Even if we are recognized as a creditor of one or more of our subsidiaries, our claims are effectively
subordinated to any security interests in the assets of any such subsidiary and to any indebtedness or other liabilities of any
such subsidiary senior to our claims. Consequently, our Debt Securities are structurally subordinated to all indebtedness
and other liabilities (including trade payables) of any of our subsidiaries and any subsidiaries that we may in the future
acquire or establish as financing vehicles or otherwise.
In addition, our subsidiaries may incur substantial additional indebtedness in the future, all of which would be
structurally senior to our Debt Securities.
The indenture governing our Debt Securities contains limited protection for holders of our Debt Securities.
The indenture governing our Debt Securities offers limited protection to holders of our Debt Securities. The terms of
the indenture do not restrict our or any of our subsidiaries’ ability to engage in, or otherwise be a party to, a variety of
corporate transactions, circumstances or events that could have a material adverse impact on investments in our Debt
Securities. In particular, the terms of the indenture do not place any restrictions on our or our subsidiaries’ ability to:
●
●
●
●
●
issue securities or otherwise incur additional indebtedness or other obligations, including (1) any
indebtedness or other obligations that would be equal in right of payment to our Debt Securities, (2) any
indebtedness or other obligations that would be secured and therefore rank effectively senior in right of
payment to our Debt Securities to the extent of the values of the assets securing such debt, (3) indebtedness of
ours that is guaranteed by one or more of our subsidiaries and which therefore is structurally senior to our
Debt Securities and (4) securities, indebtedness or obligations issued or incurred by our subsidiaries that
would be senior to our equity interests in our subsidiaries and therefore rank structurally senior to our Debt
Securities with respect to the assets of our subsidiaries, in each case other than an incurrence of indebtedness
or other obligation that would cause a violation of Section 18(a)(1)(A) of the 1940 Act as modified by
Section 61(a)(l) of the 1940 Act or any successor provisions, whether or not we continue to be subject to such
provisions of the 1940 Act, (these provisions generally prohibit us from making additional borrowings,
including through the issuance of additional debt or the sale of additional debt securities, unless our asset
coverage, as defined in the 1940 Act, equals at least 150% after such borrowings);
pay dividends on, or purchase or redeem or make any payments in respect of capital stock or other securities
ranking junior in right of payment to our Debt Securities, including subordinated indebtedness, in each case
other than dividends, purchases, redemptions or payments that would cause a violation of Section 18(a)(1)
(B) of the 1940 Act as modified by Section 61(a)(l) of the 1940 Act or any successor provisions giving effect
to any exemptive relief granted to us by the SEC (these provisions generally prohibit us from declaring any
cash dividend or distribution upon any class of our capital stock, or purchasing any such capital stock unless
our asset coverage, as defined in the 1940 Act, equals at least 150% at the time of the declaration of the
dividend or distribution or the purchase and after deducting the amount of such dividend, distribution or
purchase);
sell assets (other than certain limited restrictions on our ability to consolidate, merge or sell all or
substantially all of our assets);
enter into transactions with affiliates;
create liens (including liens on the shares of our subsidiaries) or enter into sale and leaseback transactions;
● make investments; or
●
create restrictions on the payment of dividends or other amounts to us from our subsidiaries.
In addition, the indenture does not require us to offer to purchase our Debt Securities in connection with a change of
control or any other event.
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Furthermore, the terms of the indenture do not protect holders of our Debt Securities in the event that we experience
changes (including significant adverse changes) in our financial condition, results of operations or credit ratings, as they do
not require that we or our subsidiaries adhere to any financial tests or ratios or specified levels of net worth, revenues,
income, cash flow, or liquidity.
Our ability to recapitalize, incur additional debt and take a number of other actions that are not limited by the terms of
our Debt Securities may have important consequences for holders of our Debt Securities, including making it more difficult
for us to satisfy our obligations with respect to our Debt Securities or negatively affecting the trading value of our Debt
Securities.
Certain of our current debt instruments include more protections for their holders than the indenture. In addition, other
debt we issue or incur in the future could contain more protections for its holders than the indenture, including additional
covenants and events of default. The issuance or incurrence of any such debt with incremental protections could affect the
market for and trading levels and prices of our Debt Securities.
An active trading market for our Debt Securities may not exist, which could limit holders’ ability to sell our Debt
Securities or affect the market price of our Debt Securities.
We cannot provide any assurances that an active trading market for our Debt Securities will exist in the future or that
you will be able to sell our Debt Securities. Even if an active trading market does exist, our Debt Securities may trade at a
discount from their initial offering price depending on prevailing interest rates, the market for similar securities, our credit
ratings, if any, general economic conditions, our financial condition, performance and prospects and other factors. To the
extent an active trading market does not exist, the liquidity and trading price for our Debt Securities may be harmed.
Accordingly, you may be required to bear the financial risk of an investment in our Debt Securities for an indefinite period
of time.
The optional redemption provision may materially adversely affect the return on our Debt Securities.
Our Debt Securities may provide that such securities are redeemable in whole or in part prior to their maturity date at
our sole option. We may choose to redeem our Debt Securities at times when prevailing interest rates are lower than the
interest rate paid on our Debt Securities. In this circumstance, the holders of our Debt Securities may not be able to reinvest
the redemption proceeds in a comparable security at an effective interest rate as high as our Debt Securities being
redeemed.
If we default on our obligations to pay our other indebtedness, we may not be able to make payments on our Debt
Securities.
Any default under the agreements governing our indebtedness, including a default under the Credit Facilities or the
2019-1 Securitization, or other indebtedness to which we may be a party that is not waived by the required lenders or
holders thereunder, and the remedies sought by the holders of such indebtedness could make us unable to pay principal,
premium, if any, and interest on our Debt Securities and substantially decrease the market value of our Debt Securities. If
we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required
payments of principal, premium, if any, and interest on our indebtedness, or if we otherwise fail to comply with the various
covenants, including financial and operating covenants, in the instruments governing our indebtedness, we could be in
default under the terms of the agreements governing such indebtedness. In the event of such default, the holders of such
indebtedness could elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and
unpaid interest, the lenders under the Credit Facilities and the 2019-1 Securitization or other debt we may incur in the
future could elect to terminate their commitments, cease making further loans and institute foreclosure proceedings against
our assets, and we could be forced into bankruptcy or liquidation. If our operating performance declines, we may in the
future need to seek to obtain waivers from the required lenders under the Credit Facilities and the 2019-1 Securitization or
other debt that we may incur in the future to avoid being in default. If we breach our covenants under the Credit Facilities
or the 2019-1 Securitization or other debt and seek a waiver, we may not be able to obtain a waiver from the required
lenders or holders. If this occurs, we would be in default and our lenders or debt holders could exercise their rights as
described above, and we could be forced into bankruptcy or liquidation. If we are unable to repay debt, lenders having
secured obligations, including the lenders under the Credit Facilities and the 2019-1 Securitization, could proceed against
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the collateral securing the debt. Because the Credit Facilities and the 2019-1 Securitization have, and any future credit
facilities will likely have, customary cross-default provisions, if the indebtedness thereunder or under any future credit
facility is accelerated, we may be unable to repay or finance the amounts due.
FATCA withholding may apply to payments to certain foreign entities.
Payments made under our Debt Securities to a foreign financial institution, or “FFI,” or non-financial foreign entity, or
“NFFE” (including such an institution or entity acting as an intermediary), may be subject to a U.S. withholding tax of
30% under U.S. Foreign Account Tax Compliance Act provisions of the Code (commonly referred to as “FATCA”). This
withholding tax may apply to payments of interest on our Debt Securities, unless the FFI or NFFE complies with certain
information reporting, withholding, identification, certification and related requirements imposed by FATCA. Depending
upon the status of a holder and the status of an intermediary through which any Debt Securities are held, the holder could
be subject to this 30% withholding tax in respect of any interest paid on our Debt Securities. Holders of our Debt Securities
should consult their own tax advisors regarding FATCA and how it may affect their investment in our Debt Securities.
General Risk Factors
Political, social and economic uncertainty, including uncertainty related to the COVID-19 pandemic, creates and
exacerbates risks.
Social, political, economic and other conditions and events (such as natural disasters, epidemics and pandemics,
terrorism, conflicts and social unrest) will occur that create uncertainty and have significant impacts on issuers, industries,
governments and other systems, including the financial markets, to which the Company and its investments are exposed.
As global systems, economies and financial markets are increasingly interconnected, events that once had only local impact
are now more likely to have regional or even global effects. Events that occur in one country, region or financial market
will, more frequently, adversely impact issuers in other countries, regions or markets, including in established markets such
as the United States. These impacts can be exacerbated by failures of governments and societies to adequately respond to
an emerging event or threat.
Uncertainty can result in or coincide with, among other things: increased volatility in the financial markets for
securities, derivatives, loans, credit and currency; a decrease in the reliability of market prices and difficulty in valuing
assets (including portfolio company assets); greater fluctuations in spreads on debt investments and currency exchange
rates; increased risk of default (by both government and private obligors and issuers); further social, economic, and
political instability; nationalization of private enterprise; greater governmental involvement in the economy or in social
factors that impact the economy; changes to governmental regulation and supervision of the loan, securities, derivatives
and currency markets and market participants and decreased or revised monitoring of such markets by governments or self-
regulatory organizations and reduced enforcement of regulations; limitations on the activities of investors in such markets;
controls or restrictions on foreign investment, capital controls and limitations on repatriation of invested capital; the
significant loss of liquidity and the inability to purchase, sell and otherwise fund investments or settle transactions
(including, but not limited to, a market freeze); unavailability of currency hedging techniques; substantial, and in some
periods extremely high rates of inflation, which can last many years and have substantial negative effects on credit and
securities markets as well as the economy as a whole; recessions; and difficulties in obtaining and/or enforcing legal
judgments.
For example, in December 2019, COVID-19 emerged in China and has since spread rapidly to other countries,
including the United States. General uncertainty surrounding the dangers and impact of COVID-19 (including the
preventative measures taken in response thereto) and additional uncertainty regarding new variants of COVID-19, most
notably the Delta and Omicron variants, has to date created significant disruption in supply chains and economic activity,
contributed to labor difficulties and are having a particularly adverse impact on transportation, hospitality, tourism,
entertainment and other industries. Although it is impossible to predict the precise nature and consequences of these events,
or of any political or policy decisions and regulatory changes occasioned by emerging events or uncertainty on applicable
laws or regulations that impact us, our portfolio companies and our investments, it is clear that these types of events will,
for at least some time, impact us and our portfolio companies. In many instances, the impact may be adverse and profound.
The effects of a public health emergency, such as COVID-19, may materially and adversely impact (i) our and our portfolio
companies’ value and performance, (ii) the ability of our borrowers to continue to meet loan covenants or repay loans
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provided by us on a timely basis or at all, which may require us to restructure our investments or write down the value of
our investments, (iii) our ability to comply with the covenants and other terms of our debt obligations and to repay such
obligations, on a timely basis or at all, (iv) our ability to comply with certain regulatory requirements, such as asset
coverage requirements under the 1940 Act, (v) our ability maintain our distributions at their current level or to pay them at
all or (vi) our ability to source, manage and divest investments and achieve our investment objectives, all of which could
result in significant losses to us. We will also be negatively affected if the operations and effectiveness of any of our
portfolio companies (or any of the key personnel or service providers of the foregoing) is compromised or if necessary or
beneficial systems and processes are disrupted. See “—The capital markets are currently in a period of disruption and
economic uncertainty. Such market conditions have materially and adversely affected debt and equity capital markets,
which have had, and may continue to have, a negative impact on our business and operations.”
In addition, disruptions in the capital markets caused by the COVID-19 pandemic have increased the spread between
the yields realized on risk-free and higher risk securities, resulting in illiquidity in parts of the capital markets. These and
future market disruptions and/or illiquidity can be expected to have an adverse effect on our business, financial condition,
results of operations and cash flows. Unfavorable economic conditions also would be expected to increase our funding
costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. These events could
limit our investment originations, limit our ability to grow and have a material negative impact on our and our portfolio
companies’ operating results and the fair values of our debt and equity investments.
We operate in a highly competitive market for investment opportunities, and if we are not able to compete effectively,
our business, results of operations and financial condition may be adversely affected and the value of your investment
in us could decline.
We compete for investments with a number of investment funds and other BDCs, as well as traditional financial
services companies such as commercial banks and other financing sources. Some of our competitors are larger and have
greater financial, technical, marketing and other resources than we have. For example, some competitors may have a lower
cost of funds and access to funding sources that are not available to us. This may enable these competitors to make
commercial loans with interest rates that are comparable to, or lower than, the rates we typically offer. We may lose
prospective portfolio companies if we do not match our competitors’ pricing, terms and structure. If we do match our
competitors’ pricing, terms or structure, we may experience decreased net interest income and increased risk of credit
losses. In addition, some of our competitors may have higher risk tolerances or different risk assessments, which could
allow them to consider a wider variety of investments, establish more relationships than us and build their market shares.
Furthermore, many of our competitors are not subject to the regulatory restrictions that the 1940 Act imposes on us as a
BDC or that the Code imposes on us as a RIC. If we are not able to compete effectively, we may not be able to identify and
take advantage of attractive investment opportunities that we identify and may not be able to fully invest our available
capital. If this occurs, our business, financial condition and results of operations could be materially adversely affected.
The capital markets are currently in a period of disruption and economic uncertainty. Such market conditions have
materially and adversely affected debt and equity capital markets, which have had, and may continue to have, a negative
impact on our business and operations.
The U.S. capital markets have experienced extreme disruption since the global outbreak of COVID-19. Such
disruptions have been evidenced by volatility in global stock markets as a result of, among other things, uncertainty
regarding the COVID-19 pandemic and the fluctuating price of commodities such as oil. Despite actions of the U.S. federal
government and foreign governments, these events have contributed to worsening general economic conditions that are
materially and adversely impacting broader financial and credit markets and reducing the availability of debt and equity
capital for the market as a whole. These conditions could continue for a prolonged period of time or worsen in the future.
Significant changes or volatility in the capital markets may negatively affect the valuations of our investments. While
most of our investments are not publicly traded, applicable accounting standards require us to assume as part of our
valuation process that our investments are sold in a principal market to market participants (even if we plan to hold an
investment to maturity). Our valuations, and particularly valuations of private investments and private companies, are
inherently uncertain, fluctuate over short periods of time and are often based on estimates, comparisons and qualitative
evaluations of private information that may not reflect the full impact of the COVID-19 pandemic and measures taken in
response thereto. Any public health emergency, including the COVID-19 pandemic or an outbreak of other existing or
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new epidemic diseases, or the threat thereof, and the resulting financial and economic market uncertainty could have a
significant adverse impact on us and the fair value of our investments and our portfolio companies.
Significant changes in the capital markets, such as the disruption in economic activity caused by the COVID-19
pandemic, have limited and could continue to limit our investment originations, limit our ability to grow and have a
material negative impact on our and our portfolio companies’ operating results and the fair values of our debt and equity
investments. Additionally, the recent disruption in economic activity caused by the COVID-19 pandemic has had, and may
continue to have, a negative effect on the potential for liquidity events involving our investments. The illiquidity of our
investments may make it difficult for us to sell such investments to access capital, if required. As a result, we could realize
significantly less than the value at which we have recorded our investments if we were required to sell them to increase our
liquidity. An inability on our part to raise incremental capital, and any required sale of all or a portion of our investments as
a result, could have a material adverse effect on our business, financial condition or results of operations.
Further, current market conditions may make it difficult to raise equity capital, extend the maturity of or refinance our
existing indebtedness or obtain new indebtedness with similar terms and any failure to do so could have a material adverse
effect on our business. The debt capital available to us in the future, if available at all, may bear a higher interest rate and
may be available only on terms and conditions less favorable than those of our existing debt and such debt may need to be
incurred in a rising interest rate environment. If we are unable to raise new debt or refinance our existing debt, then our
equity investors will not benefit from the potential for increased returns on equity resulting from leverage, and we may be
unable to make new commitments or to fund existing commitments to our portfolio companies. Any inability to extend the
maturity of or refinance our existing debt, or to obtain new debt, could have a material adverse effect on our business,
financial condition or results of operations.
Terrorist attacks, acts of war, natural disasters, disease outbreaks or pandemics may impact our portfolio companies and
harm our business, operating results and financial condition.
Terrorist acts, acts of war, natural disasters, disease outbreaks, pandemics, or other similar events may disrupt our
operations, as well as the operations of our portfolio companies. Such acts have created, and continue to create, economic
and political uncertainties and have contributed to recent global economic instability. Future terrorist activities, military or
security operations, natural disasters, disease outbreaks, pandemics, or other similar events could further weaken the
domestic/global economies and create additional uncertainties, which may negatively impact our portfolio companies and,
in turn, could have a material adverse impact on our business, operating results, and financial condition. Losses from
terrorist attacks and natural disasters are generally uninsurable.
We incur significant costs as a result of being a publicly traded company.
As a publicly traded company, we incur legal, accounting and other expenses, including costs associated with the
periodic reporting requirements applicable to a company whose securities are registered under the Exchange Act as well as
additional corporate governance requirements, including requirements under the Sarbanes-Oxley Act, and other
rules implemented by the SEC.
Compliance with Section 404 of the Sarbanes-Oxley Act involves significant expenditures, and non-compliance with
Section 404 of the Sarbanes-Oxley Act would adversely affect us and the market price of our common stock.
Under current SEC rules, we are required to report on our internal control over financial reporting pursuant to
Section 404 of the Sarbanes-Oxley Act and related rules and regulations of the SEC. As a result, we incur additional
expenses that negatively impact our financial performance and our ability to make distributions. This process also results in
a diversion of management’s time and attention. We cannot be certain as to the timing of completion of our annual re-
evaluation, testing and remediation actions or the impact of the same on our operations, and we cannot assure you that our
internal control over financial reporting is or will be effective. In the event that we are unable to maintain compliance with
Section 404 of the Sarbanes-Oxley Act and related rules, we and the market price of our securities may be adversely
affected.
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We are highly dependent on information systems and systems failures could significantly disrupt our business, which
may, in turn, negatively affect the market price of our common stock and our ability to pay distributions.
Our business is highly dependent on the Advisor and its affiliates’ communications and information systems. Any
failure or interruption of those systems, including as a result of the termination of an agreement with any third-party service
providers, could cause delays or other problems in our activities. Our financial, accounting, data processing, backup or
other operating systems and facilities may fail to operate properly or become disabled or damaged as a result of a number
of factors including events that are wholly or partially beyond our control and adversely affect our business. There could
be:
● sudden electrical or telecommunications outages;
● natural disasters such as earthquakes, floods, tornadoes and hurricanes;
● disease pandemics; and
● events arising from local or larger scale political or social matters, including terrorist acts.
Any of these events, could have a material adverse effect on our operating results and negatively affect the market
price of our common stock and our ability to pay distributions to our stockholders.
In addition, these communications and information systems are subject to potential attacks, including through adverse
events that threaten the confidentiality, integrity or availability of our information resources (i.e., cyber incidents). These
attacks could involve gaining unauthorized access to our information systems for purposes of misappropriating assets,
stealing confidential information, corrupting data or causing operational disruption and result in disrupted operations,
misstated or unreliable financial data, liability for stolen assets or information, increased cybersecurity protection and
insurance costs, litigation and damage to our business relationships, any of which could have a material adverse effect on
our business, financial condition and results of operations. As our reliance on technology has increased, so have the risks
posed to our information systems, both internal and those provided by the Advisor and third-party service providers. We,
along with our Advisor, have implemented processes, procedures and internal controls to help mitigate cybersecurity risks
and cyber intrusions, but these measures, as well as our increased awareness of the nature and extent of the risk of a cyber
incident, may be ineffective and do not guarantee that a cyber incident will not occur or that our financial results,
operations or confidential information will not be negatively impacted by such an incident. In addition, the costs related to
cyber or other security threats or disruptions may not be fully insured or indemnified by other means. Furthermore,
cybersecurity has become a top priority for regulators around the world, and some jurisdictions have enacted laws requiring
companies to notify individuals of data security breaches involving certain types of personal data. If we fail to comply with
the relevant laws and regulations, we could suffer financial losses, a disruption of our businesses, liability to investors,
regulatory intervention or reputational damage.
We are subject to risks associated with a rising interest rate environment that may affect our cost of capital and net
investment income.
While interest rates remain relatively low, due to several factors, including longer-term inflationary pressure that may
result from the U.S. government’s fiscal policies, the end of the Federal Reserve quantitative easing program and recent
increases in the Federal Funds rate, we expect to experience rising interest rates, rather than falling rates in the future.
Because we currently incur indebtedness to fund our investments, a portion of our income depends upon the difference
between the interest rate at which we borrow funds and the interest rate at which we invest these funds.To the extent our
investments have fixed interest rates or have interest rate floors that are higher than the floor on, or interest rates that
“reset” less frequently than, the Credit Facilities, increases in interest rates can lead to interest rate compression and have a
material adverse effect on our net investment income. In addition to increasing the cost of borrowed funds, which may
materially reduce our net investment income, rising interest rates may also adversely affect our ability to obtain additional
debt financing on terms as favorable as under our current debt financings, or at all. See “—If we are unable to obtain
additional debt financing, our business could be materially adversely affected.”
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In a rising interest rate environment, there is a risk that the portfolio companies in which we hold floating rate
securities will be unable to pay escalating interest amounts, which could result in a default under their loan documents with
us. Rising interests rates could also cause portfolio companies to shift cash from other productive uses to the payment of
interest, which may have a material adverse effect on their business and operations and could, over time, lead to increased
defaults on our investments in such portfolio companies. In addition, increasing payment obligations under floating rate
loans may cause borrowers to refinance or otherwise repay our loans earlier than they otherwise would, requiring us to
incur management time and expense to re-deploy such proceeds, including on terms that may not be as favorable as our
existing loans. In addition, rising interest rates may increase pressure on us to provide fixed rate loans to our portfolio
companies, which could adversely affect our net investment income, as increases in our cost of borrowed funds would not
be accompanied by increased interest income from such fixed-rate investments.
We may hedge against interest rate fluctuations by using hedging instruments such as caps, swaps, futures, options and
forward contracts, subject to applicable legal requirements, including all necessary registrations (or exemptions from
registration) with the Commodity Futures Trading Commission. See Item 7A. Quantitative and Qualitative Disclosures
About Market Risk. These activities may limit our ability to benefit from lower interest rates with respect to the hedged
portfolio. Adverse developments resulting from changes in interest rates or hedging transactions or any adverse
developments from our use of hedging instruments could have a material adverse effect on our business, financial
condition and results of operations. In addition, we may be unable to enter into appropriate hedging transactions when
desired and any hedging transactions we enter into may not be effective.
As a rise in the general level of interest rates can be expected to lead to higher interest rates applicable to our debt
investments, an increase in interest rates would make it easier for us to meet or exceed the hurdle rate applicable to the
incentive fee and may result in a substantial increase in the amount of incentive fees payable to the Advisor with respect to
Pre-Incentive Fee Net Investment Income.
Also, an increase in interest rates on investments available to investors could make investment in our common stock
less attractive if we are not able to increase our distributions, which could materially reduce the value of our common
stock.
On March 5 2021, the Financial Conduct Authority (“FCA”) and ICE Benchmark Authority announced that the
publication of all EUR and CHF LIBOR settings, the Spot Next/Overnight, 1 week, 2 month and 12 month JPY and GBP
LIBOR settings, and the 1 week and 2 months US dollar LIBOR settings would cease after December 31, 2021, while the
publication of the overnight, 1 month, 3 month, 6 month, and 12 months USD LIBOR settings will cease after June 30,
2023. As of the date of this filing, a substantial portion of our floating rate investments are linked to the prime rate. We
expect that substantially all of our future floating rate investments will be linked to the prime rate. We may need to
renegotiate any credit agreements extending beyond June 2023 with our portfolio companies that utilize LIBOR terms as a
factor in determining the interest rate, in order to replace LIBOR with the new standard that is established, which may have
an adverse effect on our overall financial condition or results of operations. As such, some or all of these credit agreements
may bear a lower interest rate, which would adversely impact our financial condition or results of operations.
Because many of our investments are not and typically will not be in publicly traded securities, the value of our
investments may not be readily determinable, which could adversely affect the determination of our NAV.
Our investments consist, and we expect our future investments to consist, primarily of debt investments or securities
issued by privately held companies. As these investments are not publicly traded, their fair value may not be readily
determinable. In addition, we are not permitted to maintain a general reserve for anticipated debt investment losses.
Instead, we are required by the 1940 Act to specifically value each investment and record an unrealized gain or loss for any
asset that we believe has increased or decreased in value. We value these investments on a quarterly basis, or more
frequently as circumstances require, in accordance with our valuation policy and consistent with GAAP. Our Board
employs independent third-party valuation firms to assist it in arriving at the fair value of our investments. Our Board
discusses valuations and determines the fair value in good faith based on the input of our Advisor and the third-party
valuation firms. The factors that may be considered in fair value pricing our investments include the nature and realizable
value of any collateral, the portfolio company’s earnings and its ability to make payments on its indebtedness, the markets
in which the portfolio company does business, comparisons to publicly traded companies, discounted cash flow and other
relevant factors. Because such valuations are inherently uncertain and may be based on estimates, our determinations of
fair value
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may differ materially from the values that would be assessed if a ready market for these securities existed. Our NAV could
be adversely affected if our determinations regarding the fair value of our investments are materially higher than the values
that we ultimately realize upon the disposal of these investments.
We are subject to risks related to corporate social responsibility.
Our business faces increasing public scrutiny related to environmental, social and governance (“ESG”) activities. We
risk damage to our brand and reputation if we fail to act responsibly in a number of areas, such as environmental
stewardship, corporate governance and transparency and considering ESG factors in our investment processes. Adverse
incidents with respect to ESG activities could impact the value of our brand, the cost of our operations and relationships
with investors, all of which could adversely affect our business and results of operations. Additionally, new regulatory
initiatives related to ESG could adversely affect our business.
The effect of global climate change may impact the operations of our portfolio companies.
There may be evidence of global climate change. Climate change creates physical and financial risk and some of
our portfolio companies may be adversely affected by climate change. For example, the needs of customers of energy
companies vary with weather conditions, primarily temperature and humidity. To the extent weather conditions are affected
by climate change, energy use could increase or decrease depending on the duration and magnitude of any changes.
Increases in the cost of energy could adversely affect the cost of operations of our portfolio companies if the use of energy
products or services is material to their business. A decrease in energy use due to weather changes may affect some of our
portfolio companies’ financial condition through, for example, decreased revenues. Extreme weather conditions in general
require more system backup, adding to costs, and can contribute to increased system stresses, including service
interruptions.
Inflation may adversely affect the business, results of operations and financial condition of our portfolio companies.
Certain of our portfolio companies may be impacted by inflation. If such portfolio companies are unable to pass any
increases in their costs along to their customers, it could adversely affect their results and impact their ability to pay interest
and principal on our loans. In addition, any projected future decreases in our portfolio companies’ operating results due to
inflation could adversely impact the fair value of those investments. Any decreases in the fair value of our investments
could result in future unrealized losses and therefore reduce our net assets resulting from operations.
Item 1B. Unresolved Staff Comments
None
Item 2. Properties
We do not own any real estate or other physical properties materially important to our operation. Our headquarters and
our Advisor’s headquarters are currently located at 312 Farmington Avenue, Farmington, Connecticut 06032. We believe
that our office facilities are suitable and adequate to our business.
Item 3. Legal Proceedings
Neither we nor our Advisor is currently subject to any material legal proceedings.
Item 4. Mine Safety Disclosures
Not applicable
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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
Common stock
Our common stock is traded on Nasdaq, under the symbol “HRZN”. The last reported price for our common stock on
February 28, 2022 was $15.56 per share, which represented a 35% premium to NAV per share. As of February 28, 2022 we
had 19 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.
Sales of unregistered securities
We did not engage in any sales of unregistered equity securities during the years ended December 31, 2021, 2020 and
2019.
Issuer Purchases of Equity Securities
On April 23, 2021, 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, 2022 and the repurchase of $5.0 million of common stock. During the quarter ended
December 31, 2021, we did not repurchase any shares of our common stock. During the years ended December 31, 2021,
2020 and 2019, we did not repurchase any shares of our common stock. From the inception of the stock repurchase
program through December 31, 2021, we repurchased 167,465 shares of our common stock at an average price of $11.22
on the open market at a total cost of $1.9 million.
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 NAV per share as reported in our most recent financial statements, share
repurchases may have the effect of increasing our NAV 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
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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 in this annual report on Form 10-K. 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 “Item 1. Business — Regulation — Taxation as a
RIC.”
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.
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Stock performance graph
The following graph compares the return on our common stock with that of the Standard & Poor’s 500 Stock Index
and the MVIS U.S. Business Development Companies Index, for the period from December 30, 2016 through
December 31, 2021. The graph assumes that, on December 30, 2016, a person invested $100 in each of our common stock,
the S&P 500 Index and the MVIS U.S. Business Development Companies Index. The graph measures total stockholder
return, which takes into account both changes in stock price and distributions. It assumes that distributions paid are
invested in like securities. The graph and other information furnished under this Part II Item 5 of our annual report on
Form 10-K shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or
14C, or to the liabilities of Section 18 of the Exchange Act. The stock price performance included in this graph is not
necessarily indicative of future stock price performance.
MVIS
US
Business
Development
Companies
HRZN
Item 6. [Reserved]
Not applicable.
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The information contained in this section should be read in conjunction with our consolidated financial statements and
related notes thereto appearing elsewhere in this annual report on Form 10-K.
COVID-19
Governments around the world remain highly focused on mitigating the risk of further spread of COVID-19 and
continue to manage their response to the crisis, which has included measures such as quarantines, travel restrictions and
business curtailments. COVID-19 has created economic and financial disruptions that have adversely affected, and are
likely to continue to adversely affect, our business, financial condition, liquidity and our portfolio companies’ results of
operations and by extension our operating results. The extent to which the COVID-19 pandemic will continue to affect our
business, financial condition, liquidity, our portfolio companies’ results of operations and by extension our operating
results will depend on future developments, which are highly uncertain and cannot be predicted as of the filing of this Form
10-K.
Forward-looking statements
This annual report on Form 10-K, including the Management’s Discussion and Analysis of Financial Condition and
Results of Operations, contains statements that constitute forward-looking statements, which relate to future events or our
future performance or financial condition. These forward-looking statements are not historical facts, but rather are based on
current expectations, estimates and projections about our industry, our beliefs and our assumptions. The forward-looking
statements contained in this annual report on Form 10-K involve risks and uncertainties, including statements as to:
● 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, including the current COVID-19 pandemic;
● 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, including our and their ability to achieve our
respective objectives as a result of the current COVID-19 pandemic;
● 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;
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● the ability of our portfolio companies to achieve their objective;
● 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;
● the impact of changes to tax legislation and, generally, our tax position; and
● our ability to fund unfunded commitments.
We use words such as “anticipates,” “believes,” “expects,” “intends,” “seeks” and similar expressions to identify
forward-looking statements. Undue influence should not be placed on the forward looking statements as our actual results
could differ materially from those projected in the forward-looking statements for any reason, including the factors in
“Item 1A – Risk Factors” and elsewhere in our annual report on Form 10-K.
We have based the forward-looking statements included in this report on information available to us on the date of this
report, and we assume no obligation to update any such forward-looking statements. Although we undertake no obligation
to revise or update any forward-looking statements in this annual report on Form 10-K, whether as a result of new
information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to
you or through reports that we in the future may file with the SEC, including periodic reports on Form 10-Q and current
reports on Form 8-K.
You should understand that under Sections 27A(b)(2)(B) and (D) of the Securities Act and Sections 21E(b)(2)(B) and
(D) 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 this annual report on Form 10-K or any quarterly reports we file under the Exchange
Act.
Overview
We are a specialty finance company that lends to and invests in development-stage companies in 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 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 Senior Term Loans. Some of our debt investments may also be
subordinated to term debt provided by third parties. As of December 31, 2021, 87.6%, or $383.3 million, of our debt
investment portfolio at fair value consisted of 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 relatively rapid 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 BDC under the 1940 Act. In addition, for U.S. federal income tax purposes, we have elected to be treated as
a RIC under Subchapter M of 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 subject to a
150% asset coverage requirement. As defined in the 1940 Act, asset coverage of 150% means that for every $100 of net
assets a BDC holds, it may raise up to $200 from borrowing and issuing senior securities. 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.
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As a RIC, we generally are not subject to 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.
Compass Horizon, our predecessor company, commenced operations in March 2008. We were formed in March 2010
for the purpose of acquiring Compass Horizon and continuing its business as a public entity.
Our investment activities, and our day-to-day operations, are managed by our Advisor and supervised by our Board, of
which a majority of the members are independent of us. Under the Investment Management Agreement, we have agreed to
pay our Advisor a base management fee and an incentive fee for its advisory services to us. We have also entered into the
Administration Agreement with our Advisor under which we have agreed to reimburse our Advisor for our allocable
portion of overhead and other expenses incurred by our Advisor in performing its obligations under the Administration
Agreement.
Portfolio composition and investment activity
The following table shows our portfolio by type of investment as of December 31, 2021 and 2020:
Debt investments
Warrants
Other investments
Equity
Total
December 31, 2021
December 31, 2020
Number of
Investments
Fair
Value
Percentage of
Total
Portfolio
Number of
Investments
Fair
Value
Percentage of
Total
Portfolio
45
73
2
3
$ 437,317
20,200
200
358
$ 458,075
(Dollars in thousands)
34
60
2
8
95.5 %
4.3
0.1
0.1
100.0 %
$ 333,495
14,031
1,700
3,319
$ 352,545
94.6 %
4.0
0.5
0.9
100.0 %
The following table shows total portfolio investment activity as of and for the years ended December 31, 2021 and
2020:
For the year ended
December 31,
2021
2020
Beginning portfolio
New debt investments
Principal payments received on investments
Early pay-offs
Accretion of debt investment fees
New debt investment fees
Warrants received in settlment of fee income
Proceeds from sale of investments
Dividend income from controlled affiliate investment
Net realized loss on investments
Net unrealized appreciation on investments
Other
Ending portfolio
$ 352,545
344,445
(13,474)
(174,536)
4,556
(3,261)
—
(52,954)
(2,451)
3,205
—
$ 458,075
$ 319,551
198,561
(24,829)
(121,429)
3,895
(2,353)
978
(8,335)
118
(13,727)
313
(198)
$ 352,545
—
We receive payments on our debt investments based on scheduled amortization of the outstanding balances. In
addition, we receive repayments of some of our debt investments prior to their scheduled maturity date. The frequency or
volume of these repayments may fluctuate significantly from period to period.
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The following table shows our debt investments by industry sector as of December 31, 2021 and 2020:
December 31, 2021
Debt
Investments at
Percentage of
Total
Fair Value
Portfolio
December 31, 2020
Debt
Investments at
Fair Value
Percentage of
Total
Portfolio
Life Science
Biotechnology
Medical Device
Technology
Communications
Consumer-Related
Data Storage
Internet and Media
Materials
Networking
Software
Sustainability
Waste Recycling
Healthcare Information and Services
Diagnostics
Other Healthcare
Total
(Dollars in thousands)
$ 106,809
82,860
24.4 % $
18.9
44,121
107,726
13.2 %
32.3
22,576
90,678
—
—
—
17,026
58,994
5.2
20.8
—
—
—
3.9
13.5
—
59,022
22,953
7,089
1,737
9,738
56,535
46,092
10.5
—
—
17.7
7.0
2.1
0.5
2.9
17.0
—
12,282
—
$ 437,317
2.8
—
9,760
14,814
100.0 % $ 333,495
2.9
4.4
100.0 %
The largest debt investments in our portfolio may vary from year to year as new debt investments are originated and
existing debt investments are repaid. Our five largest debt investments represented 26% and 28% of total debt investments
outstanding as of December 31, 2021 and 2020, respectively. No single debt investment represented more than 10% of our
total debt investments as of December 31, 2021 or 2020.
Debt investment asset quality
We use an internal credit rating system which rates each debt investment on a scale of 4 to 1, with 4 being the highest
credit quality rating and 3 being the rating for a standard level of risk. A rating of 2 represents an increased level of risk
and, while no loss is currently anticipated for a 2-rated debt investment, there is potential for future loss of principal. A
rating of 1 represents a deteriorating credit quality and a high degree of risk of loss of principal. Our internal credit rating
system is not a national credit rating system. See “Item 1 – Business” for a more detailed description of the internal credit
rating system. As of December 31, 2021 and 2020, our debt investments had a weighted average credit rating of 3.2. The
following table shows the classification of our debt investment portfolio by credit rating as of December 31, 2021 and
2020:
December 31, 2021
Debt
Investments at
Percentage
of Debt
Number of
Number of
December 31, 2020
Debt
Investments at
Investments Fair Value
Investments Investments Fair Value
(Dollars in thousands)
Percentage
of Debt
Investments
Credit Rating
4
3
2
1
Total
9
34
1
1
45
$ 104,863
322,084
3,470
6,900
$ 437,317
24.0 %
73.6
0.8
1.6
100.0 %
6
24
3
1
34
$
77,950
240,933
12,875
1,737
$ 333,495
23.4 %
72.2
3.9
0.5
100.0 %
As of December 31, 2021, there was one debt investment with an internal credit rating of 1, with an aggregate cost of
$11.5 million and an aggregate fair value of $6.9 million. As of December 31, 2020, there was one debt investment with an
internal credit rating of 1, with an aggregate cost of $6.8 million and an aggregate fair value of $1.7 million.
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Horizon Secured Loan Fund I LLC
On June 1, 2018, we and Arena Sunset SPV, LLC, or Arena, formed a joint venture, Horizon Secured Loan Fund I, or
HSLFI, to make investments, either directly or indirectly through subsidiaries, primarily in secured loans to development-
stage companies in the technology, life science, healthcare information and services and sustainability industries. HSLFI
was formed as a Delaware limited liability company and was not consolidated by either the Company or Arena for
financial reporting purposes. On April 21, 2020, the Company purchased all of the limited liability company interests of
Arena in HSLFI, including, without limitation, undistributed amounts owed to Arena and interest accrued and unpaid on
the debt investments of HSLFI through the date of purchase, for $17.1 million. In addition, Arena received 50% of the
warrants held by HSLFI or HFI, at closing. As of April 21, 2020, HSLFI is wholly-owned by the Company and the assets
and liabilities of HSLFI and HFI are consolidated with the assets and liabilities of the Company. The transaction is
accounted for as an asset acquisition under GAAP.
During the period January 1, 2020 through April 21, 2020, there were no distributions from HSLFI.
In addition, on June 1, 2018, HSLFI entered into the Sale and Servicing Agreement. HFI entered into a Note Funding
Agreement, or the NYL Facility, with several entities owned or affiliated with New York Life Insurance Company, or the
NYL Noteholders, for an aggregate purchase price of up to $100.0 million, with an accordion feature of up to $200.0
million at the mutual discretion and agreement of HSLFI and the NYL Noteholders. The notes issued by HFI were
collateralized by all investments held by HFI and permitted an advance rate of up to 67% of the aggregate principal amount
of eligible debt investments. The notes were issued pursuant to that certain indenture by and between HFI and U.S. Bank
National Association, dated as of June 1, 2018 (the “Indenture”). Prior to June 5, 2020, the interest rate on the notes issued
under the NYL Facility was based on the three year USD mid-market swap rate plus a margin of between 2.75% and
3.25% depending on the rating of such notes at the time of issuance.
The following table shows a summary of HSLFI’s investment portfolio for the period January 1, 2020 through April
21, 2020:
Total investments at fair value
Dollar-weighted annualized yield on average debt investments(1)
Number of portfolio companies in HSLFI
Largest portfolio company investment at fair value
January 1, 2020
through
April 21, 2020
(Dollars in thousands)
—
14.3 %
—
—
$
$
(1) HSLFI calculates the yield on dollar-weighted average debt investments for any period measured 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 yield on dollar-weighted average debt investments represents the
portfolio yield and does not reflect HSLFI’s expenses.
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Selected Statements of Operations Information
Interest income on investments
Total investment income
Total expenses
Net investment income
Net realized gain on investments
Net unrealized depreciation on investments
Net (decrease) increase in net assets resulting from operations
For the period
January 1, 2020
through
April 21, 2020
(In thousands)
$
$
$
$
$
$
$
1,353
1,465
1,229
236
120
(392)
(36)
Consolidated results of operations of Horizon Technology Finance Corporation
As a BDC and a RIC, we are subject to certain constraints on our operations, including limitations imposed by the
1940 Act and the Code. The consolidated results of operations described below may not be indicative of the results we
report in future periods.
The following table shows consolidated results of operations for the years ended December 31, 2021, 2020 and 2019:
Total investment income
Total expenses
Performance based incentive fee waived
Net expenses
Net investment income before excise tax
Provision for excise tax
Net investment income
Net realized loss
Net unrealized appreciation on investments
Net increase in net assets resulting from operations
Average debt investments, at fair value
Average gross assets less cash
Average borrowings outstanding
For the year ended
December 31,
2020
(In thousands)
46,035
$
25,064
—
25,064
20,971
222
20,749
(14,698)
313
6,364
313,478
341,154
174,876
$
$
$
$
$
$
$
$
$
2021
60,015
31,394
—
31,394
28,621
401
28,220
(3,643)
3,205
27,782
381,483
413,552
225,746
$
$
$
$
$
2019
43,125
24,264
(1,848)
22,416
20,709
239
20,470
(4,173)
3,201
19,498
244,940
284,752
135,419
Net increase in net assets resulting from operations can vary substantially from period to period for various reasons,
including the recognition of realized gains and losses and unrealized appreciation and depreciation on investments. As a
result, annual comparisons of net increase in net assets resulting from operations may not be meaningful.
Investment income
Total investment income increased by $14.0 million, or 30.4%, to $60.0 million for the year ended December 31, 2021
as compared to the year ended December 31, 2020. For the year ended December 31, 2021, total investment income
consisted primarily of $54.4 million in interest income from investments, which included $13.9 million in income from the
accretion of origination fees and ETP and $5.6 million in fee income. Interest income on debt investments increased by
$12.2 million, or 29.0%, to $54.4 million for the year ended December 31, 2021 as compared to the year ended
December 31, 2020. Interest income on investments for the year ended December 31, 2021 as compared to the year ended
December 31, 2020 increased primarily due to an increase of $68.0 million, or 21.7%, in the average size of our debt
investment portfolio. Fee income, which includes success fee, other fee and prepayment fee income on debt investments,
increased by $1.9 million, or 50.4%, to $5.6 million for the year ended December 31, 2021 compared to the year ended
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December 31, 2020 primarily due to a larger aggregate amount of principal prepayments for the year ended December 31,
2021.
Total investment income increased by $2.9 million, or 6.7%, to $46.0 million for the year ended December 31, 2020 as
compared to the year ended December 31, 2019. For the year ended December 31, 2020, total investment income consisted
primarily of $42.2 million in interest income from investments, which included $10.3 million in income from the accretion
of origination fees and ETP, $3.7 million in fee income and $0.1 million in dividend income. Interest income on debt
investments increased by $5.1 million, or 13.8%, to $42.2 million for the year ended December 31, 2020 as compared to
the year ended December 31, 2019. Interest income on investments for the year ended December 31, 2020 as compared to
the year ended December 31, 2019 increased primarily due to an increase of $68.5 million, or 28.0%, in the average size of
our debt investment portfolio partially offset by a decrease in one-month LIBOR which was the base rate for many of our
variable rate debt investments. Fee income, which includes success fee, other fee and prepayment fee income on debt
investments, decreased by $0.1 million, or 2.1%, to $3.7 million for the year ended December 31, 2020 compared to the
year ended December 31, 2019 primarily due to a decrease in fees earned on principal prepayments received.
The following table shows our dollar-weighted annualized yield for the years ended December 31, 2021, 2020 and
2019:
Investment type:
Debt investments(1)
Equity interest in HSLFI and debt investments(1)
Equity interest in HSLFI(1)(4)
All investments(1)(5)
For the year ended
December 31,
2020
14.6 %(2)
14.5 %(3)
— %(4)
13.9 %(4)
2021
15.7 %
— %
— %
15.0 %
2019
16.7 %
16.7 %
16.2 %
15.7 %
(1) 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.
(2) Excludes any yield from equity interest in HSLFI through April 21, 2020, warrants, equity and other investments.
Related investment income includes interest income and fee income from debt investments.
(3) Excludes any yield from warrants, equity and other investments. Related investment income includes dividend income
from equity interest in HSLFI through April 21, 2020, interest income and fee income from debt investments.
(4) Excludes any yield from debt investments, warrants, equity and other investments. Related investment income
includes dividend income from equity interest in HSLFI through April 21, 2020.
(5) Includes any yield from equity interest in HSFLI through April 21, 2020, debt investments, warrants, equity and other
investments. Related investment income includes interest income, fee income and dividend income.
Investment income, consisting of interest income and fees on debt investments, can fluctuate significantly upon
repayment of large debt investments. Interest income from the five largest debt investments in the aggregate accounted for
17%, 23% and 17% of investment income for the years ended December 31, 2021, 2020 and 2019, respectively.
Expenses
Net expenses increased by $6.3 million, or 25.3%, to $31.4 million for the year ended December 31, 2021 as compared
to the year ended December 31, 2020. Net expenses increased by $2.6 million, or 11.8%, to $25.1 million for the year
ended December 31, 2020 as compared to the year ended December 31, 2019. Total expenses for each period consisted of
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interest expense, base management fee, incentive and administrative fees, professional fees and general and administrative
expenses.
Interest expense, which includes the amortization of debt issuance costs, increased by $2.4 million, or 24.4%, to $12.0
million for the year ended December 31, 2021 as compared to the year ended December 31, 2020 primarily due to an
increase in average borrowings of $50.9 million, or 29.1%, offset by a reduction in our effective cost of debt. Interest
expense, which includes the amortization of debt issuance costs, increased by $1.3 million, or 16.1%, to $9.7 million for
the year ended December 31, 2020 as compared to the year ended December 31, 2019 primarily due to an increase in
average borrowings of $39.5 million, or 29.1%, offset by a reduction in our effective cost of debt.
Base management fee expense increased by $1.2 million, or 17.9%, to $7.6 million for the year ended
December 31, 2021 as compared to the year ended December 31, 2020 primarily due to an increase of $72.4 million, or
21.2%, in average gross assets less cash for the year ended December 31, 2021 as compared to the year ended
December 31, 2020. Base management fee expense increased by $0.9 million, or 16.2%, to $6.5 million for the year ended
December 31, 2020 as compared to the year ended December 31, 2019 primarily due to an increase of $56.4 million, or
19.8%, in average gross assets less cash for the year ended December 31, 2020 as compared to the year ended December
31, 2019.
On March 5, 2019, our Advisor irrevocably waived the receipt of incentive fees related to the amounts previously
deferred that it may be entitled to receive under the Investment Management Agreement for the period commencing on
January 1, 2019 and ending on December 31, 2019. Such waived incentive fees will not be subject to recoupment. During
the year ended December 31, 2019, our Advisor waived performance based incentive fees of $1.8 million which our
Advisor would have otherwise been paid. This resulted in $1.8 million of reduced expense and additional net investment
income for the year ended December 31, 2019.
Performance based incentive fee expense increased by $1.9 million, or 36.0%, to $7.1 million for the year ended
December 31, 2021 as compared to the year ended December 31, 2020. This increase was due to an increase of $9.3
million, or 36.0%, in Pre-Incentive Fee Net Investment Income for the year ended December 31, 2021 compared to the
year ended December 31, 2020. Performance based incentive fee expense, net of the waiver above, increased by $0.1
million, or 1.3%, to $5.2 million for the year ended December 31, 2020 as compared to the year ended December 31, 2019.
This increase was due to an increase of $0.3 million, or 1.3%, in Pre-Incentive Fee Net Investment Income for the year
ended December 31, 2020 compared to the year ended December 31, 2019.
In 2021 and 2020, we elected to carry forward taxable income in excess of current year distributions into the next
tax year and pay a 4% excise tax on such income. For the years ended December 31, 2021 and 2020, we elected to carry
forward taxable income in excess of current year distributions of $10.8 million and $6.2 million, respectively. At
December 31, 2021 and 2020, excise tax payable of $0.4 million and $0.2 million, respectively, was recorded.
Administrative fee expense, professional fees and general and administrative expenses were $4.7 million, $3.7 million
and $3.4 million for the years ended December 31, 2021, 2020 and 2019, respectively.
Net realized gains and losses and net unrealized appreciation and depreciation
Realized gains or losses on investments are measured by the difference between the net proceeds from the repayment
or sale and the cost basis of our investments without regard to unrealized appreciation or depreciation previously
recognized. Realized gains or losses on investments include investments charged off during the period, net of recoveries.
The net change in unrealized appreciation or depreciation on investments primarily reflects the change in portfolio
investment fair values during the reporting period, including the reversal of previously recorded unrealized appreciation or
depreciation when gains or losses are realized.
During the year ended December 31, 2021, we realized net losses totaling $3.6 million primarily due to the realized
loss on the settlement of three of our debt investments partially offset by 1) the realized gain from the consideration we
received from the termination of warrants upon the initial public offering of one portfolio company and 2) the realized gain
from the consideration we received from exercise and sale of five of our warrant investments. During the same period, we
elected to exercise our option to redeem, in full, our 2022 Notes at par plus accrued and unpaid interest which resulted
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in a realized loss on debt extinguishment of $0.4 million. During the year ended December 31, 2020, we realized net losses
totaling $14.7 million primarily due to the realied loss on the settlement of five of our debt investments partially offset by
the realized gain from the consideration we received from the exercise and sale of warrants in six portfolio companies.
During the year ended December 31, 2021, net unrealized appreciation on investments totaling $3.2 million which was
primarily due to (1) the reversal of previously recorded unrealized depreciation from the settlement of three of our debt
investments and (2) the unrealized appreciation on our warrant investments partially offset by the unrealized depreciation
on one of our equity investments and the unrealized depreciation on one of our debt investments. During the year ended
December 31, 2020, we recorded net unrealized appreciation on investments totaling $0.3 million due to the unrealized
appreciation on our warrant investments offset by the unrealized depreciation on our debt and equity investments.
Liquidity and capital resources
As of December 31, 2021 and 2020, we had cash and investments in money market funds of $45.9 million and $46.7
million, respectively. Cash and investments in money market funds are available to fund new investments, reduce
borrowings, pay expenses, repurchase common stock and pay distributions. In addition, as of December 31, 2021 and
2020, we had $1.4 million and $1.1 million, respectively, of restricted investments in money market funds. Restricted
investments in money market funds may be used to make monthly interest and principal payments on our Asset-Backed
Notes or our NYL Facility. Our primary sources of capital have been from our public and private equity offerings, use of
our Credit Facilities and issuance of our public debt offerings.
On March 26, 2019, we completed a follow-on public offering of 2,000,000 shares of our common stock at a public
offering price of $12.14 per share, for total net proceeds to us of $23.1 million, after deducting underwriting commission
and discounts and other offering expenses.
On August 2, 2019 we entered into an At-The-Market (“ATM”) sales agreement (the “2019 Equity Distribution
Agreement”), with Goldman Sachs & Co. LLC and B. Riley FBR, Inc., (each a “Sales Agent” and, collectively, the “Sales
Agents”). The 2019 Equity Distribution Agreement provided that we may offer and sell shares of common stock from time
to time through the Sales Agents representing up to $50.0 million worth of our common stock, in amounts and at times to
be determined by us.
On July 30, 2020, we terminated the 2019 Equity Distribution Agreement and entered into a new ATM sales
agreement (the “2020 Equity Distribution Agreement”) with the Sales Agents. The 2020 Equity Distribution Agreement
provided that we may offer and sell its shares from time to time through the Sales Agents up to $100.0 million worth of its
common stock, in amounts and at times to be determined by us.
On August 2, 2021, we terminated the 2020 Equity Distribution Agreement and entered into a new ATM sales
agreement (the “2021 Equity Distribution Agreement”) with the Sales Agents. The remaining shares available under the
2019 Equity Distribution Agreement and the 2020 Equity Distribution Agreement are no longer available for issuance. The
2021 Equity Distribution Agreement provides that we may offer and sell our shares from time to time through the Sales
Agents up to $100.0 million worth of our common stock, in amounts and at times to be determined by us. Sales of our
common stock, if any, may be made in negotiated transactions or transactions that are deemed to be “at-the-market,” as
defined in Rule 415 under the Securities Act, including sales made directly on the NASDAQ or similar securities exchange
or sales made to or through a market maker other than on an exchange, at prices related to the prevailing market prices or at
negotiated prices.
During the year ended December 31, 2021, we sold 1,907,234 shares of common stock under the 2020 Equity
Distribution Agreement and the 2021 Equity Distribution Agreement. For the same period, we received total accumulated
net proceeds of approximately $30.1 million, including $0.8 million of offering expenses, from these sales. During the year
ended December 31, 2020, we sold 3,702,500 shares of common stock under the 2019 Equity Distribution Agreement and
the 2020 Equity Distribution Agreement. For the same period, we received total accumulated net proceeds of
approximately $44.6 million, including $1.0 million of offering expenses, from these sales.
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On April 23, 2021, our Board extended a previously authorized stock repurchase program which allows us to
repurchase up to $5.0 million of our common stock at prices below our NAV per share as reported in our most recent
consolidated financial statements. Under the repurchase program, we may, but are not obligated to, repurchase shares of
our outstanding common stock in the open market or in privately negotiated transactions from time to time. Any
repurchases by us will comply with the requirements of Rule 10b-18 under the Exchange Act and any applicable
requirements of the 1940 Act. Unless extended by our Board, the repurchase program will terminate on the earlier of
June 30, 2022 or the repurchase of $5.0 million of our common stock. During the years ended December 31, 2021, 2020
and 2019, we did not make any repurchases of our common stock. From the inception of the stock repurchase program
through December 31, 2021, we repurchased 167,465 shares of our common stock at an average price of $11.22 on the
open market at a total cost of $1.9 million.
At December 31, 2021 and 2020, the outstanding principal balance under the Key Facility was $53.5 million and $28.0
million, respectively. As of December 31, 2021 and 2020, we had borrowing capacity under the Key Facility of $71.5
million and $97.0 million, respectively. At December 31, 2021 and 2020, $19.8 million and $24.8 million, respectively,
were available for borrowing, subject to existing terms and advance rates.
At December 31, 2021 and 2020, the outstanding principal balance under the NYL Facility was $78.8 million and
$22.3 million, respectively. As of December 31, 2021 and 2020, we had borrowing capacity under the NYL Facility of
$21.2 million and $77.7 million, respectively. At December 31, 2021 and 2020, $5.7 million and $0.9 million, respectively,
were available for borrowing, subject to existing terms and advance rates.
Our operating activities used cash of $76.0 million for the year ended December 31, 2021, and our financing activities
provided cash of $75.5 million for the same period. Our operating activities used cash primarily to purchase investments in
portfolio companies partially offset by principal payments received on our debt investments. Our financing activities
provided cash primarily from the issuance of the 2026 Notes, advances on our Credit Facilities and the sale of shares
through our ATM for net proceeds of $30.1 million, after deducting underwriting commission and discounts and other
offering expenses, partially offset by the use of cash to repay our Key Facility and 2022 Notes and to pay distributions to
our stockholders.
Our operating activities used cash of $25.3 million for the year ended December 31, 2020, and our financing activities
provided cash of $55.7 million for the same period. Our operating activities used cash primarily to purchase investments in
portfolio companies partially offset by principal payments received on our debt investments. Our financing activities
provided cash primarily from advances on our credit facilities and the sale of shares through our ATM for net proceeds of
$44.6 million, after deducting underwriting commission and discounts and other offering expenses, partially offset by the
use of cash to repay our Key Facility and to pay distributions to our stockholders.
Our operating activities used cash of $51.4 million for the year ended December 31, 2019, and our financing activities
provided cash of $56.2 million for the same period. Our operating activities used cash primarily to purchase investments in
portfolio companies partially offset by principal payments received on our debt investments. Our financing activities
provided cash primarily from the sale of shares through a follow-on public offering and our ATM for net proceeds of $47.1
million, after deducting underwriting commission and discounts and other offering expenses and the completion of our
Asset-Backed Notes, partially offset by the use of cash to pay distributions to our stockholders.
Our primary use of available funds is to make debt investments in portfolio companies and for general corporate
purposes. We expect to raise additional equity and debt capital opportunistically, as needed, and subject to market
conditions, to support our future growth to the extent permitted by the 1940 Act.
In order to remain subject to taxation as a RIC, we intend to distribute to our stockholders all or substantially all of our
investment company taxable income. In addition, as a BDC, we are required to maintain asset coverage of at least 150%.
This requirement limits the amount that we may borrow.
We believe that our current cash, cash generated from operations, and funds available from our Credit Facilities will be
sufficient to meet our working capital and capital expenditure commitments for at least the next 12 months.
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Current borrowings
The following table shows our borrowings as of December 31, 2021 and 2020:
Key Facility
NYL Facility
Asset-Backed Notes
2022 Notes
2026 Notes
Total before debt issuance costs
Unamortized debt issuance costs
attributable to term borrowings
Total borrowings outstanding, net
Total
December 31, 2021
Balance
Unused
Total
December 31, 2020
Balance
Unused
Commitment Outstanding Commitment Commitment Outstanding Commitment
(In thousands)
$ 125,000
100,000
70,500
—
57,500
353,000
$ 53,500
78,750
70,500
—
57,500
260,250
$ 71,500
21,250
—
—
—
$ 125,000
100,000
100,000
37,375
$ 28,000
22,250
100,000
37,375
—
—
92,750
362,375
187,625
—
(2,637)
—
—
(1,806)
$ 353,000
$ 257,613
$ 92,750
$ 362,375
$ 185,819
$ 97,000
77,750
—
—
—
174,750
—
$ 174,750
We entered into the Key Facility effective November 4, 2013. Through June 21, 2021, the interest rate on the Key
Facility was based upon the one-month LIBOR plus a spread of 3.25%, with a LIBOR floor of 1.00%. The LIBOR rate
was 0.14% as of December 31, 2020. From and after June 30, 2021, the interest rate on the Key Facility is based on the rate
of interest published in The Wall Street Journal as the prime rate in the United States plus 0.25%, with a prime rate floor of
4.25%. The prime rate was 3.25% as of December 31, 2021. The interest rates in effect were 4.25% as of
December 31, 2021 and 2020. The Key Facility requires the payment of an unused line fee in an amount equal to 0.50% of
any unborrowed amount available under the facility annually.
The Key Facility has an accordion feature which allows for an increase in the total loan commitment to $150 million.
On June 22, 2021, we amended the Key Facility, among other things, to amend the interest rate applied to the outstanding
principal balance and to extend the period during which we may request advances under the Key Facility (the “Revolving
Period”) to June 22, 2024. The Key Facility is collateralized by debt investments held by Credit II and permits an advance
rate of up to sixty percent (60%) of eligible debt investments held by Credit II. The Key Facility contains covenants that,
among other things, require us to maintain a minimum net worth, to restrict the debt investments securing the Key Facility
to certain criteria for qualified debt investments and to comply with portfolio company concentration limits as defined in
the related loan agreement. After the Revolving Period, we may not request new advances, and we must repay the
outstanding advances under the Key Facility as of such date, at such times and in such amounts as are necessary to
maintain compliance with the terms and conditions of the Key Facility, particularly the condition that the principal balance
of the Key Facility not exceed sixty percent (60%) of the aggregate principal balance of our eligible debt investments to
our portfolio companies. The maturity of the Key Facility, the date on which all outstanding advances under the Key
Facility are due and payable, is on June 22, 2026.
On September 29, 2017, we issued and sold an aggregate principal amount of $32.5 million 2022 Notes, and on
October 11, 2017, pursuant to the underwriters’ 30-day option to purchase additional notes, we sold an additional $4.9
million of the 2022 Notes. The 2022 Notes had a stated maturity of September 15, 2022 and could be redeemed in whole or
in part at our option at any time or from time to time on or after September 15, 2019 at a redemption price of $25 per
security plus accrued and unpaid interest. The 2022 Notes bore interest at a rate of 6.25% per year payable quarterly on
March 15, June 15, September 15 and December 15 of each year. The 2022 Notes were our direct, unsecured obligations
and (1) ranked equally in right of payment with our current and future unsecured indebtedness; (2) were senior in right of
payment to any of our future indebtedness that expressly provides it is subordinated to the 2022 Notes; (3) were effectively
subordinated to all of our existing and future secured indebtedness (including indebtedness that is initially unsecured to
which we subsequently grant security), to the extent of the value of the assets securing such indebtedness and (4) were
structurally subordinated to all existing and future indebtedness and other obligations of any of our subsidiaries. On April
24, 2021, or the Redemption Date, we redeemed all of the issued and outstanding 2022 Notes in an aggregate principal
amount of $37.4 million and paid accrued interest of $0.3 million. The 2022 Notes were delisted effective on the
Redemption Date.
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On March 30, 2021, we issued and sold an aggregate principal amount of $57.5 million of 4.875% notes due in 2026
(the “2026 Notes”). The amount of 2026 Notes issued and sold included the full exercise by the underwriters of their
option to purchase $7.5 million aggregate principal of additional notes. The 2026 Notes have a stated maturity of March
30, 2026 and may be redeemed in whole or in part at our option at any time or from time to time on or after March 30,
2023 at a redemption price of $25 per security plus accrued and unpaid interest. The 2026 Notes bear interest at a rate of
4.875% per year, payable quarterly on March 30, June 30, September 30 and December 30 of each year. The 2026 Notes
are our direct unsecured obligations and (i) rank equally in right of payment with our current and future unsecured
indebtedness; (ii) are senior in right of payment to any of our future indebtedness that expressly provides it is subordinated
to the 2026 Notes; (iii) are effectively subordinated to all of our existing and future secured indebtedness (including
indebtedness that is initially unsecured to which we subsequently grants security), to the extent of the value of the assets
securing such indebtedness, and (iv) are structurally subordinated to all existing and future indebtedness and other
obligations of any of our subsidiaries. As of December 31, 2021, we were in material compliance with the terms of the
2026 Notes. The 2026 Notes are listed on the New York Stock Exchange under the symbol “HTFB”.
On August 13, 2019, the Asset-Backed Notes were issued by the 2019-1 Trust pursuant to a note purchase agreement,
dated as of August 13, 2019, by and among us and Keybanc Capital Markets Inc. as Initial Purchaser, and are backed by a
pool of loans made to certain portfolio companies of ours and secured by certain assets of those portfolio companies and
are to be serviced by us. Interest on the Asset-Backed Notes will be paid, to the extent of funds available, at a fixed rate of
4.21% per annum. The Asset-Backed Notes have a two-year reinvestment period and a stated maturity of September 15,
2027. The Asset-Backed Notes were rated A+(sf) by Morningstar Credit Ratings, LLC on August 13, 2019. There has
been no change in the rating since August 13, 2019.
At December 31, 2021 and 2020, the Asset-Backed Notes had an outstanding principal balance of $70.5 million and
$100.0 million, respectively.
Under the terms of the Asset-Backed Notes, we are required to maintain a reserve cash balance, funded through
proceeds from the sale of the Asset-Backed Notes, which may be used to pay monthly interest and principal payments on
the Asset-Backed Notes. The Company has segregated these funds and classified them as restricted investments in money
market funds. At December 31, 2021 and 2020, there was approximately $0.9 million and $1.0 million, respectively, of
restricted investments.
On April 21, 2020, we purchased all of the limited liability company interests of Arena in HSLFI. HFI is a wholly-
owned subsidiary of HSLFI. HFI entered into the NYL Facility with the NYL Noteholders for an aggregate purchase price
of up to $100.0 million, with an accordion feature of up to $200.0 million at the mutual discretion and agreement of HSLFI
and the NYL Noteholders. On June 1, 2018, HSLFI sold or contributed to HFI certain secured loans made to certain
portfolio companies pursuant to the Sale and Servicing Agreement. Any notes issued by HFI are collateralized by all
investments held by HFI and permit an advance rate of up to 67% of the aggregate principal amount of eligible debt
investments.
On June 5, 2020, HFI amended the NYL Facility to extend the investment period to June 5, 2022. The investment
period will be followed by a five year amortization period. The stated final payment date was extended to June 15, 2027,
subject to any extension of the investment period. The interest rate on the notes issued under the NYL Facility is based on
the three year USD mid-market swap rate plus a margin of between 3.55% and 5.15% with an interest rate floor, depending
on the rating of such notes at the time of issuance. Any obligation to make additional advances was conditioned on the
occurrence of certain conditions, which were satisfied June 26, 2020. There were $78.8 million and $22.3 million in notes
issued to the Noteholders as of December 31, 2021 and 2020, respectively, at an interest rate of 4.62% and 4.60%,
respectively.
Other assets
As of December 31, 2021 and 2020, other assets were $2.5 million and $1.9 million, respectively, which is primarily
comprised of debt issuance costs and prepaid expenses.
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Contractual obligations and off-balance sheet arrangements
The following table shows our significant contractual payment obligations and off-balance sheet arrangements as of
December 31, 2021:
Borrowings
Unfunded commitments
Total
Payments due by period
Total
Less than
1 year
1 – 3
Years
3 – 5
Years
After 5
years
$ 260,250
114,500
$ 374,750
$ 12,233
113,250
$ 125,483
(In thousands)
$ 141,870
1,250
$ 143,120
$ 106,147
—
$ 106,147
$ —
—
$ —
In the normal course of business, we are party to financial instruments with off-balance sheet risk. These consist
primarily of unfunded commitments to extend credit, in the form of loans, to our portfolio companies. Unfunded
commitments to provide funds to portfolio companies are not reflected on our balance sheet. Our unfunded commitments
may be significant from time to time. As of December 31, 2021, we had such unfunded commitments of $114.5 million.
This includes no undrawn revolver commitments. These commitments are subject to the same underwriting and ongoing
portfolio maintenance requirements as are the financial instruments that we hold on our balance sheet. In addition, these
commitments are often subject to financial or non-financial milestones and other conditions to borrowing that must be
achieved before the commitment can be drawn. Since these commitments may expire without being drawn upon, the total
commitment amount does not necessarily represent future cash requirements. We regularly monitor our unfunded
commitments and anticipated refinancings, maturities and capital raising, to ensure that we have sufficient liquidity to fund
such unfunded commitments. As of December 31, 2021, we reasonably believed that our assets would provide adequate
financial resources to satisfy all of our unfunded commitments.
In addition to the Credit Facilities, we have certain commitments pursuant to our Investment Management Agreement
entered into with our Advisor. We have agreed to pay a fee for investment advisory and management services consisting of
two components (1) a base management fee equal to a percentage of the value of our gross assets less cash or cash
equivalents, and (2) a two-part incentive fee. We have also entered into a contract with our Advisor to serve as our
administrator. Payments under the Administration Agreement are equal to an amount based upon our allocable portion of
our Advisor’s overhead in performing its obligations under the agreement, including rent, fees and other expenses inclusive
of our allocable portion of the compensation of our Chief Financial Officer and Chief Compliance Officer and their
respective staffs. See Note 3 to our consolidated financial statements for additional information regarding our Investment
Management Agreement and our Administration Agreement.
Distributions
In order to qualify and 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
for 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, income derived from certain publicly traded partnerships, or other
income derived with respect to its 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 subject to tax as a RIC and to avoid the imposition of corporate-level tax on the income and
gains we distribute to our stockholders in respect of any tax year, we are required under the Code to distribute as dividends
to our stockholders out of assets legally available for distribution each tax year an amount generally at least equal to 90%
of the sum of our net ordinary income and net short-term capital gains in excess of net long-term capital losses, if any.
Additionally, in order to avoid the imposition of a U.S. federal excise tax, we are required to distribute, in respect of each
calendar year, dividends to our stockholders of an amount 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
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ordinary losses) for the one year period ending on October 31 of such calendar year; and any net ordinary income and
capital gain net income for preceding calendar years that were not distributed during such calendar years and on which we
previously did not incur any U.S. federal income tax. If we fail to qualify as a RIC for any reason and become subject to
corporate tax, the resulting corporate 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.
To the extent our taxable earnings in a tax year fall below the total amount of our distributions made to stockholders in
respect of such tax year, a portion of those distributions may be deemed a return of capital to our 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 review any written disclosure accompanying a
distribution payment carefully and should not assume that the source of any distribution is our ordinary income or gains.
We have adopted an “opt out” DRIP for our common stockholders. As a result, if we declare a distribution, then
stockholders’ cash distributions will be automatically reinvested in additional shares of our common stock unless a
stockholder specifically “opts out” of our DRIP. If a stockholder opts out, that stockholder will receive cash distributions.
Although distributions paid in the form of additional shares of our common stock will generally be subject to U.S. federal,
state and local taxes, stockholders participating in our DRIP will not receive any corresponding cash distributions with
which to pay any such applicable taxes. If our common stock is trading above NAV, a stockholder receiving distributions in
the form of additional shares of our common stock will be treated as receiving a distribution of an amount equal to the fair
market value of such shares of our common stock. 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.
Related party transactions
We have entered into the Investment Management Agreement with the Advisor. The Advisor is registered as an
investment adviser under the Investment Advisers Act of 1940, as amended. Our investment activities are managed by the
Advisor and supervised by the Board, the majority of whom are independent directors. Under the Investment Management
Agreement, we have agreed to pay the Advisor a base management fee as well as an incentive fee. During the years ended
December 31, 2021, 2020 and 2019, the Advisor earned $14.7 million, $11.6 million and $10.7 million, respectively,
pursuant to the Investment Management Agreement.
Horizon Technology Finance Principals LLC, f/k/a Horizon Technology Finance, LLC (“HTF Principals”) owns more
than seventy percent (70%) of the Advisor. Our Chief Executive Officer, Robert D. Pomeroy, Jr. and our President, Gerald
A. Michaud own one hundred percent (100%) of HTF Principals. By virtue of their ownership interest in HTF Principals,
Mr. Pomeroy and Mr. Michaud control our Advisor.
We have also entered into the Administration Agreement with the Advisor. Under the Administration Agreement, we
have agreed to reimburse the Advisor for our allocable portion of overhead and other expenses incurred by the Advisor in
performing its obligations under the Administration Agreement, including rent and our allocable portion of the costs of
compensation and related expenses of our Chief Financial Officer and Chief Compliance Officer and their respective staffs.
In addition, pursuant to the terms of the Administration Agreement the Advisor provides us with the office facilities and
administrative services necessary to conduct our day-to-day operations. During the years ended December 31, 2021, 2020
and 2019, the Advisor earned $1.3 million, $1.0 million and $0.9 million, respectively, pursuant to the Administration
Agreement.
HTF Principals has granted the Company a non-exclusive, royalty-free license to use the name “Horizon Technology
Finance.”
We believe that we derive substantial benefits from our relationship with our Advisor. Our Advisor may manage other
investment vehicles, or Advisor Funds, with the same investment strategy as us. The Advisor may provide us an
opportunity to co-invest with the Advisor Funds. Under the 1940 Act, absent receipt of exemptive relief from the SEC, we
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and our affiliates are precluded from co-investing in negotiated investments. On November 27, 2017, we were granted
exemptive relief from the SEC which permits us to co-invest with Advisor Funds, subject to certain conditions.
Critical accounting policies
The discussion of our financial condition and results of operation is based upon our financial statements, which have
been prepared in accordance with GAAP. The preparation of these consolidated financial statements requires management
to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in
the economic environment, financial markets and any other parameters used in determining such estimates could cause
actual results to differ. In addition to the discussion below, we describe our significant accounting policies in the notes to
our consolidated financial statements.
We have identified the following items as critical accounting policies.
Valuation of investments
Investments are recorded at fair value. Our Board determines the fair value of our portfolio investments. We apply fair
value to substantially all of our investments in accordance with Topic 820, Fair Value Measurement, of the Financial
Accounting Standards Board’s, or FASB’s, Accounting Standards Codification as amended, or ASC, which establishes a
framework used to measure fair value and requires disclosures for fair value measurements. We have categorized our
investments carried at fair value, based on the priority of the valuation technique, into a three-level fair value hierarchy.
Fair value is a market-based measure considered from the perspective of the market participant who holds the financial
instrument rather than an entity specific measure. Therefore, when market assumptions are not readily available, our own
assumptions are set to reflect those that management believes market participants would use in pricing the financial
instrument at the measurement date.
The availability of observable inputs can vary depending on the financial instrument and is affected by a wide variety
of factors, including, for example, the type of product, whether the product is new, whether the product is traded on an
active exchange or in the secondary market and the current market conditions. To the extent that the valuation is based on
models or inputs that are less observable or unobservable in the market, the determination of fair value requires more
judgment. The three categories within the hierarchy are as follows:
Level 1 Quoted prices in active markets for identical assets and liabilities.
Level 2 Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities in active
markets, quoted prices in markets that are not active and model-based valuation techniques for which all
significant inputs are observable or can be corroborated by observable market data for substantially the
full term of the assets or liabilities.
Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair
value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is
determined using pricing models, discounted cash flow methodologies or similar techniques, as well as
instruments for which the determination of fair value requires significant management judgment or
estimation.
Our Board determines the fair value of investments in good faith, based on the input of management, the audit
committee and independent valuation firms that have been engaged at the direction of our Board to assist in the valuation
of each portfolio investment without a readily available market quotation at least once during a trailing twelve-month
period under our valuation policy and a consistently applied valuation process. The Board conducts this valuation process
at the end of each fiscal quarter, with 25% (based on fair value) of our valuation of portfolio companies that do not have a
readily available market quotations subject to review by an independent valuation firm.
Income recognition
Interest on debt investments is accrued and included in income based on contractual rates applied to principal amounts
outstanding. Interest income is determined using a method that results in a level rate of return on principal amounts
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outstanding. Generally, when a debt investment becomes 90 days or more past due, or if we otherwise do not expect to
receive interest and principal repayments, the debt investment is placed on non-accrual status and the recognition of
interest income may be discontinued. Interest payments received on non-accrual debt investments may be recognized as
income, on a cash basis, or applied to principal depending upon management’s judgment at the time the debt investment is
placed on non-accrual status. For the year ended December 31, 2021, we recognized as interest income interest payments
of $1.3 million received from two portfolio companies whose debt investment were on non-accrual status. For the year
ended December 31, 2020 we recognized as interest income interest payments of $0.03 million received from one portfolio
company whose debt investment was on non-accrual status. For the year ended December 31, 2019, we did not recognize
any interest income from debt investments on non-accrual status.
We receive a variety of fees from borrowers in the ordinary course of conducting our business, including advisory fees,
commitment fees, amendment fees, non-utilization fees, success fees and prepayment fees. In a limited number of cases,
we may also receive a non-refundable deposit earned upon the termination of a transaction. Debt investment origination
fees, net of certain direct origination costs, are deferred, and along with unearned income, are amortized as a level yield
adjustment over the respective term of the debt investment. All other income is recorded into income when earned. Fees for
counterparty debt investment commitments with multiple debt investments are allocated to each debt investment based
upon each debt investment’s relative fair value. When a debt investment is placed on non-accrual status, the amortization of
the related fees and unearned income is discontinued until the debt investment is returned to accrual status.
Certain debt investment agreements also require the borrower to make an ETP that is accrued into income over the life
of the debt investment to the extent such amounts are expected to be collected. We will generally cease accruing the
income if there is insufficient value to support the accrual or if we do not expect the borrower to be able to pay all principal
and interest due.
In connection with substantially all lending arrangements, we receive warrants to purchase shares of stock from the
borrower. We record the warrants as assets at estimated fair value on the grant date using the Black-Scholes valuation
model. We consider the warrants as loan fees and record them as unearned income on the grant date. The unearned income
is recognized as interest income over the contractual life of the related debt investment in accordance with our income
recognition policy. Subsequent to origination, the warrants are also measured at fair value using the Black-Scholes
valuation model. Any adjustment to fair value is recorded through earnings as net unrealized gain or loss on investments.
Gains and losses from the disposition of the warrants or stock acquired from the exercise of warrants are recognized as
realized gains and losses on investments.
Prior to consolidating the investment of HSLFI on and after April 21, 2020, distributions from HSLFI were evaluated
at the time of distribution to determine if the distribution should be recorded as dividend income or a return of capital.
Generally, we did not record distributions from HSLFI as dividend income unless there were sufficient accumulated tax-
basis earnings and profit in HSLFI prior to distribution. Distributions that were classified as a return of capital were
recorded as a reduction in the cost basis of the investment. For the period January 1, 2020 through April 21, 2020, there
were no distributions from HSLFI. For the year ended December 31, 2019, HSLFI distributed $0.7 million classified as
dividend income to us.
Realized gains or losses on the sale of investments, or upon the determination that an investment balance, or portion
thereof, is not recoverable, are calculated using the specific identification method. We measure realized gains or losses by
calculating the difference between the net proceeds from the repayment or sale and the amortized cost basis of the
investment. Net change in unrealized appreciation or depreciation reflects the change in the fair values of our portfolio
investments during the reporting period, including any reversal of previously recorded unrealized appreciation or
depreciation, when gains or losses are realized.
Income taxes
We have elected to be treated as a RIC under Subchapter M of the Code and operate in a manner so as to qualify for
the tax treatment applicable to RICs. In order to qualify as a RIC and to avoid the imposition of corporate-level U.S.
federal income tax on the amounts we distribute to our stockholders, among other things, we are required to meet certain
source of income and asset diversification requirements, and we must timely distribute dividends to our stockholders out of
assets
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legally available for distribution each tax year of an amount generally at least equal to 90% of our investment company
taxable income, as defined by the Code and determined without regard to any deduction for dividends paid. We, among
other things, have made and intend to continue to make the requisite distributions to our stockholders, which will generally
relieve us from incurring any material liability for U.S. federal income taxes.
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 incur a 4% excise tax on such income, as required. To the
extent that we determine that our estimated current year annual taxable income will be in excess of estimated current year
distributions, we will accrue excise tax, if any, on estimated excess taxable income as taxable income is earned.
We evaluate tax positions taken in the course of preparing our tax returns to determine whether the tax positions are
“more-likely-than-not” to be sustained by the applicable tax authority in accordance with ASC Topic 740, Income Taxes, as
modified by ASC Topic 946, Financial Services – Investment Companies. Tax benefits of positions not deemed to meet the
more-likely-than-not threshold, or uncertain tax positions, are recorded as a tax expense in the current year. It is our policy
to recognize accrued interest and penalties related to uncertain tax benefits in income tax expense. We had no material
uncertain tax positions at December 31, 2021 and 2020.
Recently issued accounting pronouncement
In March 2020, the Financial Accounting Standards Board issued Accounting Standards Update No. 2020-04,
Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, or ASU
2020-04. ASU 2020-04 provides optional expedients and exceptions for applying GAAP to contract modifications and
hedging relationships, subject to meeting certain criteria, that reference LIBOR or another rate that is expected to be
discontinued. The amendments in ASU 2020-04 are effective for all entities as of March 12, 2020 through December 31,
2022. We are currently assessing the impact of ASU 2020-04 and the LIBOR transition on our consolidated financial
statements.
Recent developments
On January 7, 2022, we funded a $1.3 million debt investment to an existing portfolio company, Unagi Inc.
On January 21, 2022, we funded a $7.5 million debt investment to a new portfolio company, Cognoa, Inc.
On January 26, 2022, we funded a $5.0 million debt investment to an existing portfolio company, Castle Creek
Biosciences, Inc.
On January 28, 2022, we funded a $1.0 million debt investment to an existing portfolio company, Alula Holdings, Inc.
On February 1, 2022, we funded a $2.5 million debt investment to an existing portfolio company, Dropoff, Inc.
On February 7, 2022, we funded a $5.0 million debt investment to an existing portfolio company, Canary Medical Inc.
On February 10, 2022, we funded a $7.5 million debt investment to a new portfolio company, Lemongrass Holdings,
Inc.
On February 11, 2022, Quip NYC Inc. prepaid its outstanding principal balance of $10.0 million on its venture loan,
plus interest, end-of-term payment and prepayment fee. We continue to hold warrants in Quip NYC Inc.
On February 23, 2022, we funded a $2.5 million debt investment to an existing portfolio company, NextCar Holding
Company, Inc.
On February 24, 2022, LiquiGlide, Inc. prepaid its outstanding principal balance of $2.0 million on its venture loan,
plus interest, end-of-term payment and prepayment fee. We continue to hold warrants in Liquiglide, Inc.
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On February 25, 2022, the Company amended its NYL Facility, increasing the commitment by $100 million to enable
its wholly-owned subsidiary to issue up to $200 million of secured notes. The amendment to the facility extends the
investment period to June 2023 and the maturity date to June 2028. In addition, the amendment, among other things,
reduces the applicable margin used to calculate the credit facility’s interest rate on the Company’s borrowings above $100
million. Such borrowings will be priced at the three-year USD mid-market swap rate plus 3.00%.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
We are subject to financial market risks, including changes in interest rates. During the periods covered by our
financial statements, the interest rates on the debt investments within our portfolio were primarily at floating rates. We
expect that our debt investments in the future will primarily have floating interest rates. As of December 31, 2021 and
2020, 100% and 100%, respectively, of the outstanding principal amount of our debt investments bore interest at floating
rates. The initial commitments to lend to our portfolio companies are usually based on the Prime Rate as published in the
Wall Street Journal.
Based on our December 31, 2021 consolidated statement of assets and liabilities (without adjustment for potential
changes in the credit market, credit quality, size and composition of assets on the consolidated statement of assets and
liabilities or other business developments that could affect net income) and the base index rates at December 31, 2021, the
following table shows the annual impact on the change in net assets resulting from operations of changes in interest rates,
which assumes no changes in our investments and borrowings:
Change in basis points
Up 300 basis points
Up 200 basis points
Up 100 basis points
Down 300 basis points
Down 200 basis points
Down 100 basis points
Change in Net
Investment
Income
Interest
Expense
(In thousands)
$
1,220
$
$
678
$
136
$
$
— $
— $
— $
— $
— $
— $
$ 11,506
7,163
$
$
3,312
$
$
$
Assets(1)
10,286
6,485
3,176
—
—
—
(1) Excludes the impact of incentive fees based on pre-incentive fee net investment income.
While our 2026 Notes and our Asset-Backed Notes bear interest at a fixed rate, our Credit Facilities have a floating
interest rate provision. The Key Facility is subject to an interest rate floor of 4.25% per annum, based on a prime rate index
which resets monthly and the NYL Facility is based on the three year USD mid-market swap rate plus a margin of between
3.55% and 5.15% with an interest rate floor, depending on the rating of such notes at the time of issuance. Any other credit
facilities into which we enter in the future may have floating interest rate provisions. We have used hedging instruments in
the past to protect us against interest rate fluctuations, and we may use them in the future. Such instruments may include
caps, swaps, futures, options and forward contracts. While hedging activities may insulate us against adverse changes in
interest rates, they may also limit our ability to participate in the benefits of lower interest rates with respect to the
investments in our portfolio with fixed interest rates. Engaging in commodity interest transactions such as swap
transactions or futures contracts for the Company may cause the Investment Adviser to fall within the definition of
“commodity pool operator” under the Commodity Exchange Act (the “CEA”) and related Commodity Futures Trading
Commission (the “CFTC”) regulations. On January 31, 2020, the Investment Adviser claimed an exclusion from the
definition of the term “commodity pool operator” under the CEA and the CFTC regulations in connection with its
management of the Company and, therefore, is not subject to CFTC registration or regulation under the CEA as a
commodity pool operator with respect to its management of the Company.
Because we currently fund, and expect to continue to fund, our investments with borrowings, our net income is
dependent upon the difference between the rate at which we borrow funds and the rate at which we invest the funds
borrowed. Accordingly, there can be no assurance that a significant change in market interest rates will not have a material
adverse effect on our net income. In periods of rising interest rates, our cost of funds could increase, which would reduce
our net investment income.
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Item 8. Consolidated Financial Statements and Supplementary Data
Index to Consolidated Financial Statements
Management’s Report on Internal Control over Financial Reporting
Report of Independent Registered Public Accounting Firm
Consolidated Statements of Assets and Liabilities as of December 31, 2021 and 2020
Consolidated Statements of Operations for the Years Ended December 31, 2021, 2020 and 2019
Consolidated Statements of Changes in Net Assets for the Years Ended December 31, 2021, 2020 and 2019
Consolidated Statements of Cash Flows for the Years Ended December 31, 2021, 2020 and 2019
Consolidated Schedules of Investments as of December 31, 2021 and 2020
Notes to the Consolidated Financial Statements
Page
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89
90
91
92
93
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Management’s Report on Internal Control over Financial Reporting
Management of Horizon Technology Finance Corporation (the “Company”) is responsible for establishing and
maintaining adequate internal control over the Company’s financial reporting. The Company’s internal control system is a
process designed to provide reasonable assurance to management and the board of directors regarding the preparation and
fair presentation of published financial statements.
The Company’s internal control over financial reporting includes policies and procedures that pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect transactions recorded necessary to permit the
preparation of financial statements in accordance with U.S. generally accepted accounting principles. The Company’s
policies and procedures also provide reasonable assurance that receipts and expenditures are being made only in
accordance with authorizations of management and the directors of the Company, and provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could
have a material effect on the Company’s financial statements.
All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems
determined to be effective can provide only reasonable assurance with respect to financial statement preparation and
presentation. Also, projections of any evaluation of effectiveness as to future periods are subject to the risk that controls
may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures
may deteriorate.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of
December 31, 2021. In making this assessment, we used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission in Internal Control — Integrated Framework issued in 2013. Based on the
assessment, management believes that, as of December 31, 2021, the Company’s internal control over financial reporting is
effective based on those criteria.
Pursuant to rules established by the SEC, this annual report does not include an attestation report of our independent
registered public accounting firm regarding internal control over financial reporting.
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Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Horizon Technology Finance Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of assets and liabilities of Horizon Technology Finance
Corporation and its subsidiaries (the Company), including the consolidated schedules of investments, as of December 31,
2021 and 2020, the related consolidated statements of operations, changes in net assets and cash flows for each of the three
years in the period ended December 31, 2021, and the related notes to the consolidated financial statements (collectively,
the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial
position of the Company as of December 31, 2021 and 2020, and the results of its operations, changes in net assets and
cash flows for each of the three years in the period ended December 31, 2021, in conformity with accounting principles
generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion
on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public
Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the
Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and
Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement,
whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control
over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal
control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether
due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test
basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of
investments owned as of December 31, 2021 and 2020, by correspondence with the custodians and/or brokers or the
underlying investee. Our audits also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a
reasonable basis for our opinion.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements
that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or
disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex
judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements,
taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the
critical audit matter or on the accounts or disclosures to which it relates.
Valuation of Level 3 investments
The fair value of the Company’s Level 3 investments was $457.6 million as of December 31, 2021.
As described in Notes 2 and 6 to the consolidated financial statements, there is not a readily available market value for
most of the investments in the Company’s portfolio. Such investments include debt, warrant, equity and other investments
in venture capital and private equity backed companies. The valuation techniques used in estimating the fair value of these
investments may vary based on the specific characteristics of the investments and require the use of certain significant
unobservable inputs, such as the Company’s internally developed credit risk ratings, discounted expected future cash
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flows, hypothetical market yields, multiple probability weighted expected cash flow scenarios and portfolio company
financial performance, among others.
We identified the valuation of Level 3 investments as a critical audit matter due to the subjective nature of the judgments
necessary for management to select valuation techniques and the use of significant unobservable inputs to estimate the fair
value. Auditing the reasonableness of management’s selection of valuation technique and the related unobservable inputs
required a high degree of auditor judgement and increased audit effort, including evaluation of the nature of audit evidence
obtained and the use of internal valuation specialists.
The primary procedures we performed to address this critical audit matter included the following, among others:
We obtained an understanding of the relevant controls related to management’s internally developed credit risk
ratings and tested such controls for design and operating effectiveness.
We assessed the reasonableness of a sample of management’s credit risk ratings by inspecting underlying source
data and comparing to the Company’s credit risk policy.
We assessed the reasonableness of discounted expected future cash flows, multiple probability weighted scenarios,
and portfolio management company performance used in the Company’s valuation models through comparison to
internal and external data.
With the assistance of our internal valuation specialists, we evaluated the reasonableness of the hypothetical
market yields used by the Company by comparing to market data for comparable companies.
With the assistance of our internal valuation specialists, we evaluated the appropriateness of the selected valuation
techniques, and any changes to selected valuation techniques from prior periods, used for Level 3 investments.
We evaluated management’s historical ability to estimate fair value through comparison of previous estimates to
the transaction price of available transactions occurring subsequent to the previous valuation date.
/s/ RSM US LLP
We have served as the Company's auditor since 2008.
Hartford, Connecticut
March 1, 2022
88
Table of Contents
Horizon Technology Finance Corporation and Subsidiaries
Consolidated Statements of Assets and Liabilities
(In thousands, except share and per share data)
Assets
Non-affiliate investments at fair value (cost of $452,387 and $343,158, respectively)
Non-controlled affiliate investments at fair value (cost of $0 and $6,854, respectively)
(Note 5)
Controlled affiliate investments at fair value (cost of $1,450 and $1,500, respectively) (Note
5)
Total investments at fair value (cost of $453,837 and $351,512, respectively) (Note 4)
Cash
Investments in money market funds
Restricted investments in money market funds
Interest receivable
Other assets
Total assets
December 31,
2021
December 31,
2020
$ 458,075
$ 343,498
—
7,547
—
458,075
38,054
7,868
1,359
6,154
2,450
$ 513,960
1,500
352,545
19,502
27,199
1,057
4,946
1,908
$ 407,157
Liabilities
Borrowings (Note 7)
Distributions payable
Base management fee payable (Note 3)
Incentive fee payable (Note 3)
Other accrued expenses
Total liabilities
Commitments and contingencies (Note 8)
$ 257,613
6,365
706
2,015
1,926
268,625
$ 185,819
5,786
563
975
1,417
194,560
Net assets
Preferred stock, par value $0.001 per share, 1,000,000 shares authorized, zero shares issued
and outstanding as of December 31, 2021 and December 31, 2020
Common stock, par value $0.001 per share, 100,000,000 shares authorized, 21,384,925 and
19,453,821 shares issued and 21,217,460 and 19,286,356 shares outstanding as of
December 31, 2021 and December 31, 2020, respectively
Paid-in capital in excess of par
Distributable earnings
Total net assets
Total liabilities and net assets
Net asset value per common share
See Notes to Consolidated Financial Statements
—
—
22
301,359
(56,046)
245,335
$ 513,960
11.56
$
19
271,287
(58,709)
212,597
$ 407,157
11.02
$
89
Table of Contents
Horizon Technology Finance Corporation and Subsidiaries
Consolidated Statements of Operations
(In thousands, except share and per share data)
2021
Year Ended December 31,
2020
2019
Investment income
Interest income on investments
Interest income on non-affiliate investments
Interest income on affiliate investments
Total interest income on investments
Fee income
Prepayment fee income on non-affiliate investments
Fee income on non-affiliate investments
Fee income on affiliate investments
Total fee income
Dividend income
Dividend income on controlled affiliate investments
Total dividend income
Total investment income
Expenses
Interest expense
Base management fee (Note 3)
Performance based incentive fee (Note 3)
Administrative fee (Note 3)
Professional fees
General and administrative
Total expenses
Performance based incentive fee waived (Note 3)
Net expenses
Net investment income before excise tax
Provision for excise tax
Net investment income
Net realized and unrealized loss
Net realized loss on non-affiliate investments
Net realized loss on non-controlled affiliate investments
Net realized loss on controlled affiliate investments
Net realized loss on investments
Net realized loss on extinguishment of debt
Net realized loss
Net unrealized appreciation on non-affiliate investments
Net unrealized (depreciation) appreciation on non-controlled affiliate investments
Net unrealized depreciation on controlled affiliate investments
Net unrealized appreciation on investments
Net realized and unrealized loss
Net increase in net assets resulting from operations
Net investment income per common share
Net increase in net assets per common share
Distributions declared per share
Weighted average shares outstanding
$
$
$
$
$
$
54,159
252
54,411
4,111
1,481
12
5,604
—
—
60,015
12,034
7,617
7,055
1,285
1,892
1,511
31,394
$
41,503
689
42,192
2,345
1,335
45
3,725
118
118
46,035
9,673
6,458
5,187
1,016
1,540
1,190
25,064
—
—
36,247
839
37,086
2,296
1,490
17
3,803
2,236
2,236
43,125
8,330
5,556
6,966
907
1,537
968
24,264
(1,848)
22,416
20,709
239
20,470
31,394
28,621
401
28,220
(2,858)
(390)
—
(3,248)
(395)
(3,643)
5,503
(848)
(1,450)
3,205
(438)
27,782
1.41
1.39
1.25
20,027,420
25,064
20,971
222
20,749
(14,686)
—
(12)
(14,698)
—
(14,698)
1,585
(1,014)
(258)
313
(14,385)
6,364
1.18
0.36
1.25
17,534,528
$
$
$
$
(4,173)
—
—
(4,173)
—
(4,173)
1,196
2,019
(14)
3,201
(972)
19,498
1.52
1.45
1.20
13,478,234
$
$
$
$
See Notes to Consolidated Financial Statements
90
Table of Contents
Horizon Technology Finance Corporation and Subsidiaries
Consolidated Statements of Changes in Net Assets
(In thousands, except share data)
Balance at December 31, 2018
Issuance of common stock, net of offering costs
Net increase in net assets resulting from operations, net
of excise tax:
Net investment income, net of excise tax
Net realized loss on investments
Net unrealized appreciation on investments
Issuance of common stock under dividend reinvestment
plan
Distributions declared
Reclassification of permanent tax differences (Note 2)
Balance at December 31, 2019
Issuance of common stock, net of offering costs
Net increase in net assets resulting from operations, net
of excise tax:
Net investment income, net of excise tax
Net realized loss on investments
Net unrealized appreciation on investments
Issuance of common stock under dividend reinvestment
plan
Distributions declared
Reclassification of permanent tax differences (Note 2)
Balance at December 31, 2020
Issuance of common stock, net of offering costs
Net increase in net assets resulting from operations, net
of excise tax:
Net investment income, net of excise tax
Net realized loss on investments
Net realized loss on extinguishment of debt
Net unrealized appreciation on investments
Issuance of common stock under dividend reinvestment
plan
Distributions declared
Reclassification of permanent tax differences (Note 2)
Balance at December 31, 2021
Common Stock
Shares
11,535,129
4,012,844
Amount
$
12
4
Paid-In Capital
in Excess of
Par
$ 179,616
47,097
Distributable
Earnings
Total Net
Assets
$ (45,371) $ 134,257
47,101
—
—
—
—
—
—
—
—
—
—
20,470
(4,173)
3,201
20,470
(4,173)
3,201
15,317
—
—
$
$
15,563,290
3,702,500
—
—
—
16
3
186
—
—
(16,987)
239
186
(16,987)
—
$ (42,621) $ 184,055
— $ 44,611
$
(239)
$ 226,660
44,608
$
—
—
—
—
—
—
—
—
—
20,749
(14,698)
313
20,749
(14,698)
313
20,566
—
—
$
$
19,286,356
1,907,234
—
—
—
19
3
241
—
—
(22,674)
222
241
(22,674)
—
$ (58,709) $ 212,597
— $ 30,086
$
(222)
$ 271,287
30,083
$
—
—
—
—
—
—
—
—
—
—
—
—
28,220
(3,248)
(395)
3,205
28,220
(3,248)
(395)
3,205
23,870
—
—
$
21,217,460
—
—
—
22
390
—
—
390
(25,520)
—
$ (56,046) $ 245,335
(25,520)
401
(401)
$ 301,359
See Notes to Consolidated Financial Statements
91
Table of Contents
Horizon Technology Finance Corporation and Subsidiaries
Consolidated Statements of Cash Flow
(In thousands)
Cash flows from operating activities:
Net increase in net assets resulting from operations
Adjustments to reconcile net increase in net assets resulting from operations to net cash
used in operating activities:
Amortization of debt issuance costs
Net realized loss on investments
Net realized loss on extinguishment of debt
Net unrealized appreciation on investments
Purchase of investments
Principal payments received on investments
Proceeds from sale of investments
Investment in controlled affiliate investment
Distributions from controlled affiliate investment
Dividends from controlled affiliate investment
Equity received in settlement of fee income
Warrants received in settlement of fee income
Changes in assets and liabilities:
(Increase) decrease in interest receivable
Increase in end-of-term payments
Decrease in unearned income
Increase in other assets
Increase in other accrued expenses
Increase in base management fee payable
Increase (decrease) in incentive fee payable
Net cash used in operating activities
Cash flows from financing activities:
Proceeds from issuance of 2026 Notes
Repayment of 2022 Notes
Repayment of Asset-Backed Notes
Proceeds from issuance of common stock, net of offering costs
Proceeds from Asset-Backed Notes
Advances on Credit Facilities
Repayment of Credit Facilities
Debt issuance costs
Distributions paid
Net cash provided by financing activities
Net (decrease) increase in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash:
Beginning of period
End of period
Supplemental disclosure of cash flow information:
Cash paid for interest
Supplemental non-cash investing and financing activities:
Warrant investments received and recorded as unearned income
Distributions payable
Acquisition of controlled affiliate investment
End-of-term payments receivable
Non-cash income
Cash
Investments in money market funds
Restricted investments in money market funds
Total cash, cash equivalents and restricted cash
For the year ended December 31,
2020
2021
2019
$
27,782
$
6,364
$
19,498
1,091
3,248
395
(3,205)
(344,445)
188,010
52,954
—
—
—
—
—
(173)
(1,652)
(1,295)
(394)
509
143
1,040
(75,992)
57,500
(37,375)
(29,500)
30,086
—
127,000
(45,000)
(2,645)
(24,551)
75,515
(477)
47,758
47,281
10,706
3,355
6,365
—
5,238
4,580
$
$
$
$
$
$
1,018
14,698
—
(313)
(198,561)
146,258
8,335
—
—
(118)
(45)
(978)
887
(1,066)
(1,408)
(189)
430
44
(638)
(25,282)
—
—
—
44,611
—
80,250
(47,000)
(890)
(21,316)
55,655
30,373
17,385
47,758
8,593
1,829
5,786
16,498
4,203
5,124
$
$
$
$
$
726
4,173
—
(3,201)
(200,832)
129,190
4,578
(1,900)
715
(2,236)
—
—
(679)
(885)
(1,586)
(16)
330
97
622
(51,406)
—
—
—
47,101
100,000
51,500
(125,000)
(1,808)
(15,593)
56,200
4,794
12,591
17,385
7,671
2,723
4,669
—
3,900
3,584
2021
Year ended December 31,
2020
38,054
7,868
1,359
47,281
$
$
19,502
27,199
1,057
47,758
$
$
2019
6,465
9,787
1,133
17,385
$
$
$
$
$
$
$
$
See Notes to Consolidated Financial Statements
92
Table of Contents
Horizon Technology Finance Corporation and Subsidiaries
Consolidated Schedule of Investments
December 31, 2021
(In thousands)
Sector
Type of Investment (4)(7)(9)(10)
Principal
Amount
Cost of
Investments (6)
Fair
Value
Portfolio Company (1)(3)
Non-Affiliate Investments — 186.7% (8)
Non-Affiliate Debt Investments — 178.3% (8)
Non-Affiliate Debt Investments — Life Science — 77.3% (8)
Castle Creek Pharmaceuticals Holdings, Inc.(2)(12)
Biotechnology
Avalo Therapeutics, Inc. (2)(5)(12)
Biotechnology
Emalex Biosciences, Inc. (2)(12)
Biotechnology
F-Star Therapeutics, Inc. (2)(5)(12)
Biotechnology
Greenlight Biosciences, Inc. (2)(12)
Biotechnology
IMV Inc. (2)(5)(12)
Biotechnology
LogicBio, Inc.(2)(5)(12)
Provivi, Inc. (2)(12)
Biotechnology
Biotechnology
Stealth Biotherapeutics Inc. (2)(5)(12)
Biotechnology
Canary Medical Inc. (2)(12)
Ceribell, Inc. (2)(12)
Medical Device
Medical Device
Term Loan (9.30% cash (Libor + 7.50%; Floor 9.30%), 5.00%
ETP, Due 3/1/24)
Term Loan (9.30% cash (Libor + 7.50%; Floor 9.30%), 5.00%
ETP, Due 3/1/24)
Term Loan (9.30% cash (Libor + 7.50%; Floor 9.30%), 5.00%
ETP, Due 3/1/24)
Term Loan (9.30% cash (Libor + 7.50%; Floor 9.30%), 5.00%
ETP, Due 3/1/24)
Term Loan (9.50% cash (Prime + 6.25%; Floor 9.50%), 3.0% ETP,
Due 1/1/25)
Term Loan (9.50% cash (Prime + 6.25%; Floor 9.50%), 3.0% ETP,
Due 1/1/25)
Term Loan (9.50% cash (Prime + 6.25%; Floor 9.50%), 3.0% ETP,
Due 1/1/25)
Term Loan (9.50% cash (Prime + 6.25%; Floor 9.50%), 3.0% ETP,
Due 2/1/25)
Term Loan (9.50% cash (Prime + 6.25%; Floor 9.50%), 3.0% ETP,
Due 2/1/25)
Term Loan (9.50% cash (Prime + 6.25%; Floor 9.50%), 3.0% ETP,
Due 4/1/25)
Term Loan (9.50% cash (Prime + 6.25%; Floor 9.50%), 3.0% ETP,
Due 4/1/25)
Term Loan (9.75% cash (Libor + 7.90%; Floor 9.75%), 5.00%
ETP, Due 6/1/24)
Term Loan (9.75% cash (Libor + 7.90%; Floor 9.75%), 5.00%
ETP, Due 6/1/24)
Term Loan (9.75% cash (Libor + 7.90%; Floor 9.75%), 5.00%
ETP, Due 11/1/25)
Term Loan (9.50% cash (Prime + 6.25%; Floor 9.50%), 4.00%
ETP, Due 4/1/25)
Term Loan (9.50% cash (Prime + 6.25%; Floor 9.50%), 4.00%
ETP, Due 7/1/25)
Term Loan (9.50% cash (Prime + 6.25%; Floor 9.50%), 4.00%
ETP, Due 7/1/25)
Term Loan (9.50% cash (Prime + 6.25%; Floor 9.50%), 4.00%
ETP, Due 7/1/25)
Term Loan (9.00% cash (Prime + 6.25%; Floor 9.00%), 5.00%
ETP, Due 7/1/25)
Term Loan (9.00% cash (Prime + 6.25%; Floor 9.00%), 5.00%
ETP, Due 7/1/25)
Term Loan (8.75% cash (Libor + 6.25%; Floor 8.75%), 4.50%
ETP, Due 6/1/24)
Term Loan (9.50% cash (Libor + 8.50%; Floor 9.50%), 5.50%
ETP, Due 12/1/24)
Term Loan (9.50% cash (Libor + 8.50%; Floor 9.50%), 5.50%
ETP, Due 12/1/24)
Term Loan (9.50% cash (Libor + 8.50%; Floor 9.50%), 5.50%
ETP, Due 12/1/24)
Term Loan (9.50% cash (Libor + 8.50%; Floor 9.50%), 5.50%
ETP, Due 12/1/24)
Term Loan (9.50% cash (Libor + 8.50%; Floor 9.50%), 5.50%
ETP, Due 12/1/24)
Term Loan (9.50% cash (Libor + 8.50%; Floor 9.50%), 5.50%
ETP, Due 12/1/24)
Term Loan (8.75% cash (Prime + 5.50%; Floor 8.75%), 6.0% ETP,
Due 10/1/25)
Term Loan (8.75% cash (Prime + 5.50%; Floor 8.75%), 6.0% ETP,
Due 10/1/25)
Term Loan (9.00% cash (Prime + 5.75%; Floor 9.00%), 7.00%
ETP, Due 11/1/24)
Term Loan (8.25% cash (Libor + 6.70%; Floor 8.25%), 5.50%
ETP, Due 10/1/24)
Term Loan (8.25% cash (Libor + 6.70%; Floor 8.25%), 5.50%
ETP, Due 10/1/24)
Term Loan (8.25% cash (Libor + 6.70%; Floor 8.25%), 5.50%
ETP, Due 10/1/24)
Term Loan (8.25% cash (Libor + 6.70%; Floor 8.25%), 5.50%
ETP, Due 10/1/24)
$
5,000
$
4,957
$
4,957
5,000
5,000
5,000
5,000
5,000
2,500
5,000
5,000
2,500
2,500
2,500
2,500
5,000
2,500
2,500
5,000
2,500
5,000
2,500
4,028
5,000
5,000
2,500
2,500
2,500
2,500
5,000
2,500
2,500
5,000
5,000
2,500
2,500
4,056
4,056
4,957
4,957
4,957
4,909
4,909
2,454
4,906
4,906
2,451
2,451
2,420
2,472
4,896
2,465
2,463
4,850
2,475
4,799
2,462
4,011
4,935
4,935
2,440
2,440
2,430
2,430
4,631
2,441
2,394
4,926
4,957
2,466
2,466
4,009
4,009
4,957
4,957
4,957
4,909
4,909
2,454
4,906
4,906
2,451
2,451
2,420
2,472
4,896
2,465
2,463
4,850
2,475
4,799
2,462
4,011
4,935
4,935
2,440
2,440
2,430
2,430
4,631
2,441
2,394
4,926
4,957
2,466
2,466
4,009
4,009
Conventus Orthopaedics, Inc. (2)(12)
Medical Device
Term Loan (9.25% cash (Libor + 8.00%; Floor 9.25%), 10.36%
ETP, Due 7/1/25)
Term Loan (9.25% cash (Libor + 8.00%; Floor 9.25%), 10.36%
ETP, Due 7/1/25)
See Notes to Consolidated Financial Statements
93
Table of Contents
Horizon Technology Finance Corporation and Subsidiaries
Consolidated Schedule of Investments
December 31, 2021
(In thousands)
Portfolio Company (1)(3)
Corinth Medtech, Inc. (2)(12)
Sector
Medical Device
Type of Investment (4)(7)(9)(10)
Term Loan (8.50% cash (Prime + 5.25%; Floor 8.50%), 20.00%
ETP, Due 4/1/22)
Term Loan (8.50% cash (Prime + 5.25%; Floor 8.50%), 20.00%
ETP, Due 4/1/22)
CSA Medical, Inc. (2)(12)
Medical Device
Term Loan (10.00% cash (Libor + 8.20%; Floor 10.00%), 5.00%
Embody, Inc. (2)(12)
InfoBionic, Inc. (2)(12)
Medical Device
Medical Device
ETP, Due 1/1/24)
Term Loan (10.00% cash (Libor + 8.20%; Floor 10.00%), 5.00%
ETP, Due 1/1/24)
Term Loan (10.00% cash (Libor + 8.20%; Floor 10.00%), 5.00%
ETP, Due 3/1/24)
Term Loan (9.75% cash (Prime + 6.50%; Floor 9.75%), 28.00%
ETP, Due 8/1/26)
Term Loan (9.50% cash (Prime + 6.25%; Floor 9.50%), 4.00%
ETP, Due 10/1/24)
Term Loan (9.50% cash (Prime + 6.25%; Floor 9.50%), 4.00%
ETP, Due 6/1/25)
MacuLogix, Inc. (2)(12)(14)
Medical Device
Term Loan (10.08% cash (Libor + 7.68%; Floor 10.08%), 6.00%
Magnolia Medical Technologies, Inc. (2)(12)
Medical Device
Sonex Health, Inc. (2)(12)
Medical Device
Spineology, Inc. (2)(12)
Medical Device
Total Non-Affiliate Debt Investments — Life Science
Non-Affiliate Debt Investments — Sustainability — 18.8% (8)
LiquiGlide, Inc. (2)(12)
Waste Recycling
Nexii Building Solutions, Inc. (2)(12)
Waste Recycling
Temperpack Technologies, Inc. (2)(12)
Waste Recycling
Total Non-Affiliate Debt Investments — Sustainability
Non-Affiliate Debt Investments — Technology — 77.2% (8)
Axiom Space, Inc. (2)(12)
Communications
Alula Holdings, Inc. (2)(12)
Consumer-related Technologies
Better Place Forests Co. (2)(12)
Consumer-related Technologies
ETP, Due 9/1/23)
Term Loan (10.08% cash (Libor + 7.68%; Floor 10.08%), 6.00%
ETP, Due 9/1/23)
Term Loan (9.75% cash (Prime + 5.00%; Floor 9.75%), 4.00%
ETP, Due 3/1/25)
Term Loan (9.75% cash (Prime + 5.00%; Floor 9.75%), 4.00%
ETP, Due 3/1/25)
Term Loan (9.75% cash (Prime + 5.00%; Floor 9.75%), 4.00%
ETP, Due 3/1/25)
Term Loan (9.75% cash (Prime + 5.00%; Floor 9.75%), 4.00%
ETP, Due 3/1/25)
Term Loan (9.25% cash (Prime + 6.00%; Floor 9.25%), 5.00%
ETP, Due 6/1/24)
Term Loan (9.25% cash (Prime + 6.00%; Floor 9.25%), 5.00%
ETP, Due 6/1/24)
Term Loan (9.25% cash (Prime + 6.00%; Floor 9.25%), 5.00%
ETP, Due 6/1/24)
Term Loan (10.25% cash (Prime + 7.00%; Floor 10.25%), 1.00%
ETP, Due 10/1/25)
Term Loan (9.50% cash (Prime + 6.25%; Floor 9.50%), 5.00%
ETP, Due 1/1/25)
Term Loan (10.25% cash (Prime + 7.00%; Floor 10.25%), 2.50%
ETP, Due 9/1/25)
Term Loan (10.25% cash (Prime + 7.00%; Floor 10.25%), 2.50%
ETP, Due 9/1/25)
Term Loan (10.25% cash (Prime + 7.00%; Floor 10.25%), 2.50%
ETP, Due 9/1/25)
Term Loan (10.00% cash (Prime + 6.75%; Floor 10.00%), 2.50%
ETP, Due 6/1/25)
Term Loan (10.00% cash (Prime + 6.75%; Floor 10.00%), 2.50%
ETP, Due 6/1/25)
Term Loan (10.00% cash (Prime + 6.75%; Floor 10.00%), 2.50%
ETP, Due 10/1/25)
Term Loan (10.00% cash (Prime + 6.75%; Floor 10.00%), 2.50%
ETP, Due 10/1/25)
Term Loan (10.00% cash (Prime + 6.75%; Floor 10.00%), 2.50%
ETP, Due 10/1/25)
Term Loan (9.25% cash (Prime + 6.00%; Floor 9.25%), 2.50%
ETP, Due 6/1/26)
Term Loan (9.25% cash (Prime + 6.00%; Floor 9.25%), 2.50%
ETP, Due 6/1/26)
Term Loan (9.25% cash (Prime + 6.00%; Floor 9.25%), 2.50%
ETP, Due 6/1/26)
Convertible Note (3.00%, Due 7/1/23)
Term Loan (10.00% cash (Prime + 6.75%; Floor 10.00%), 3.00%
ETP, Due 1/1/25)
Term Loan (10.00% cash (Prime + 6.75%; Floor 10.00%), 3.00%
ETP, Due 1/1/25)
Term Loan (10.00% cash (Prime + 6.75%; Floor 10.00%), 3.00%
ETP, Due 1/1/25)
Term Loan (10.00% cash (Prime + 6.75%; Floor 10.00%), 3.00%
ETP, Due 12/1/25)
Term Loan (9.50% cash (Prime + 6.25%; Floor 9.50%), 1.85%
ETP, Due 7/1/25)
Amount
2,500
2,500
3,125
208
3,600
2,500
3,500
1,000
7,500
4,050
5,000
5,000
5,000
5,000
2,500
2,500
2,500
5,000
2,000
7,500
7,500
7,500
3,750
3,750
7,500
3,750
3,750
7,500
7,500
7,500
250
5,000
5,000
3,000
1,000
5,000
Investments (6)
2,495
2,495
3,095
206
3,569
2,457
3,397
963
7,447
4,022
4,952
4,952
4,944
4,944
2,391
2,472
2,472
4,928
Value
2,495
2,495
3,095
206
3,569
2,457
3,397
963
4,481
2,420
4,952
4,952
4,944
4,944
2,391
2,472
2,472
4,928
194,237
189,669
1,928
7,322
7,322
7,322
3,703
3,703
7,396
3,698
3,698
1,928
7,322
7,322
7,322
3,703
3,703
7,396
3,698
3,698
46,092
46,092
7,442
7,442
7,442
250
4,935
4,949
2,969
968
4,928
7,442
7,442
7,442
250
4,935
4,949
2,969
968
4,928
See Notes to Consolidated Financial Statements
94
Table of Contents
Horizon Technology Finance Corporation and Subsidiaries
Consolidated Schedule of Investments
December 31, 2021
(In thousands)
Portfolio Company (1)(3)
Sector
Type of Investment (4)(7)(9)(10)
Principal
Amount
Cost of
Investments (6)
Fair
Value
CAMP NYC, Inc. (2)(12)
Consumer-related Technologies
Clara Foods Co. (2)(12)
Consumer-related Technologies
Interior Define, Inc. (2)(12)
Consumer-related Technologies
Lyrical Foods, Inc. (2)(12)
Consumer-related Technologies
NextCar Holding Company, Inc. (2)(12)
Consumer-related Technologies
Primary Kids, Inc. (2)(12)
Consumer-related Technologies
Quip NYC Inc. (2)(12)
Consumer-related Technologies
Unagi, Inc. (2)(12)
Consumer-related Technologies
Updater, Inc. (2)(12)
Consumer-related Technologies
Liqid, Inc.(2)(12)
Networking
Branded Online, Inc. (2)(12)
Software
BriteCore Holdings, Inc. (2)(12)
Software
Decisyon, Inc. (12)
Dropoff, Inc. (2)(12)
Software
Software
E La Carte, Inc. (2)(12)
Software
Term Loan (10.50% cash (Prime + 7.25%; Floor 10.50%), 3.00%
ETP, Due 5/1/26)
Term Loan (9.00% cash (Prime + 5.75%; Floor 9.00%), 5.50%
ETP, Due 8/1/25)
Term Loan (9.00% cash (Prime + 5.75%; Floor 9.00%), 5.50%
ETP, Due 8/1/25)
Term Loan (9.75% cash (Prime + 6.50%; Floor 9.75%), 4.00%
ETP, Due 1/1/26
Term Loan (9.75% cash (Prime + 6.50%; Floor 9.75%), 4.00%
ETP, Due 1/1/26
Term Loan (10.00% cash (Prime + 6.75%; Floor 10.00%), 9.75%
ETP, Due 1/1/24)
Term Loan (9.00% cash (Prime + 5.75%; Floor 9.00%), 10.10%
ETP, Due 1/1/26)
Term Loan (9.00% cash (Prime + 5.75%; Floor 9.00%), 10.10%
ETP, Due 1/1/26)
Term Loan (10.50% cash (Prime + 7.25%; Floor 10.50%), 3.00%
ETP, Due 3/1/25)
Term Loan (10.50% cash (Prime + 7.25%; Floor 10.50%), 3.00%
ETP, Due 3/1/25)
Term Loan (10.50% cash (Prime + 7.25%; Floor 10.50%), 3.00%
ETP, Due 9/1/25)
Term Loan (11.25% cash (Prime + 8.00%; Floor 11.25%), 3.00%
ETP, Due 4/1/26)
Term Loan (11.00% cash (Prime + 7.75%; Floor 11.00%), Due
7/1/25)
Term Loan (11.00% cash (Prime + 7.75%; Floor 11.00%), Due
7/1/25)
Term Loan (12.00% cash (Prime + 5.75%; Floor 12.00%, Ceiling
14.00%),0.56% ETP, Due 12/20/24)
Term Loan (12.00% cash (Prime + 5.75%; Floor 12.00%, Ceiling
14.00%), 0.56% ETP, Due 12/20/24)
Term Loan (12.00% cash (Prime + 5.75%; Floor 12.00%, Ceiling
14.00%), 0.56% ETP, Due 12/20/24)
Term Loan (9.50% cash (Prime + 6.25%; Floor 9.50%), 4.00%
ETP, Due 9/1/24)
Term Loan (9.50% cash (Prime + 6.25%; Floor 9.50%), 4.00%
ETP, Due 9/1/24)
Term Loan (9.50% cash (Prime + 6.25%; Floor 9.50%), 4.00%
ETP, Due 9/1/24)
Term Loan (9.50% cash (Prime + 6.25%; Floor 9.50%), 4.00%
ETP, Due 9/1/24)
Term Loan (9.50% cash (Prime + 6.25%; Floor 9.50%), 4.00%
ETP, Due 9/1/24)
Term Loan (9.50% cash (Prime + 6.25%; Floor 9.50%), 6.00%
ETP, Due 9/1/26)
Term Loan (9.50% cash (Prime + 6.25%; Floor 9.50%), 6.00%
ETP, Due 11/1/26)
Term Loan (9.50% cash (Prime + 6.25%; Floor 9.50%), 0% ETP,
Due 7/1/23)
Term Loan (10.50% cash (Prime + 7.25%; Floor 10.50%), 4.00%
ETP, Due 10/1/24)
Term Loan (10.50% cash (Prime + 7.25%; Floor 10.50%), 4.00%
ETP, Due 10/1/24)
Term Loan (12.68% cash (Prime + 9.23%; Floor 12.68%),
50.43% ETP, Due 1/1/23)
Term Loan (9.75% cash (Prime + 6.50%; Floor 9.75%), 3.50%
ETP, Due 4/1/26)
Term Loan (9.75% cash (Prime + 6.50%; Floor 9.75%), 3.50%
ETP, Due 4/1/26)
Term Loan (9.75% cash (Prime + 6.50%; Floor 9.75%), 4.00%
ETP, Due 10/1/25)
Term Loan (9.75% cash (Prime + 6.50%; Floor 9.75%), 4.00%
ETP, Due 10/1/25)
Term Loan (9.75% cash (Prime + 6.50%; Floor 9.75%), 4.00%
ETP, Due 10/1/25)
3,500
2,500
2,500
6,500
6,000
2,500
5,000
2,000
3,000
3,000
3,000
10,000
2,500
1,250
5,000
5,000
10,000
5,000
5,000
2,500
2,500
2,500
5,000
2,500
5,000
2,500
2,500
3,470
6,500
6,000
3,000
3,000
1,500
3,430
2,476
2,476
6,397
5,775
2,480
4,935
1,920
2,961
2,961
2,955
9,639
2,446
1,234
4,961
4,961
9,922
4,770
4,924
2,459
2,459
2,414
4,719
2,355
5,000
2,481
2,481
3,470
6,087
5,816
2,937
2,958
1,479
3,430
2,476
2,476
6,397
5,775
2,480
4,935
1,920
2,961
2,961
2,955
9,639
2,446
1,234
4,961
4,961
9,922
4,770
4,924
2,459
2,459
2,414
4,719
2,355
5,000
2,481
2,481
3,470
6,087
5,816
2,937
2,958
1,479
See Notes to Consolidated Financial Statements
95
Table of Contents
Portfolio Company (1)(3)
Lytics, Inc. (2)(12)
Reputation Institute, Inc. (2)(12)
Supply Network Visiblity Holdings LLC (2)(12)
Software
Software
Software
Horizon Technology Finance Corporation and Subsidiaries
Consolidated Schedule of Investments
December 31, 2021
(In thousands)
Sector
Type of Investment (4)(7)(9)(10)
Term Loan (9.25% cash (Prime + 6.00%; Floor 9.25%), 4.00%
ETP, Due 7/1/25)
Term Loan (10.50% cash (Prime + 7.25%; Floor 10.50%), 3.00%
ETP, Due 8/1/25)
Term Loan (9.75% cash (Prime + 6.50%; Floor 9.75%), 4.00%
ETP, Due 2/1/25)
Term Loan (9.75% cash (Prime + 6.50%; Floor 9.75%), 4.00%
ETP, Due 2/1/25)
Term Loan (9.75% cash (Prime + 6.50%; Floor 9.75%), 4.00%
ETP, Due 12/1/25)
Term Loan (9.75% cash (Prime + 6.50%; Floor 9.75%), 4.00%
ETP, Due 12/1/25)
Total Non-Affiliate Debt Investments — Technology
Non-Affiliate Debt Investments — Healthcare information and services — 5.0% (8)
IDbyDNA, Inc.(2)(12)
Diagnostics
Term Loan (9.00% cash (Prime + 5.75%; Floor 9.00%), 5.50%
ETP, Due 1/1/25)
Term Loan (9.00% cash (Prime + 5.75%; Floor 9.00%), 5.50%
ETP, Due 1/1/25)
Term Loan (9.00% cash (Prime + 5.75%; Floor 9.00%), 5.50%
ETP, Due 1/1/26)
Biotechnology
Biotechnology
Biotechnology
Biotechnology
Biotechnology
Biotechnology
Biotechnology
Biotechnology
Biotechnology
Biotechnology
Biotechnology
Biotechnology
Biotechnology
Biotechnology
Medical Device
Medical Device
Medical Device
Medical Device
Medical Device
Medical Device
Medical Device
Medical Device
Medical Device
Medical Device
Medical Device
Medical Device
Medical Device
Total Non-Affiliate Debt Investments — Healthcare information and services
Total Non- Affiliate Debt Investments
Non-Affiliate Warrant Investments — 8.2% (8)
Non-Affiliate Warrants — Life Science — 1.0% (8)
Avalo Therapeutics, Inc. (2)(5)(12)
Castle Creek Pharmaceuticals, Inc. (2)(12)
Celsion Corporation (2)(5)(12)
Corvium, Inc. (2)(12)
Emalex Biosciences, Inc. (2)(12)
F-Star Therapeutics, Inc. (2)(5)(12)
IMV Inc. (2)(5)(12)
LogicBio, Inc. (2)(5)(12)
Mustang Bio, Inc. (2)(5)(12)
Provivi, Inc. (2)(12)
Rocket Pharmaceuticals Corporation (5)(12)
Stealth Biotherapeutics Inc. (2)(5)(12)
Strongbridge U.S. Inc. (2)(5)(12)
vTv Therapeutics Inc. (2)(5)(12)
AccuVein Inc. (2)(12)
Aerin Medical, Inc. (2)(12)
Canary Medical Inc. (2)(12)
Ceribell, Inc. (2)(12)
Conventus Orthopaedics, Inc. (2)(12)
CSA Medical, Inc. (2)(12)
CVRx, Inc.(2)(5)(12)
Infobionic, Inc. (2)(12)
MacuLogix, Inc. (2)(12)
Magnolia Medical Technologies, Inc. (2)(12)
Meditrina, Inc. (2)(12)
Sonex Health, Inc. (2)(12)
VERO Biotech LLC (2)(12)
Total Non-Affiliate Warrants — Life Science
Non-Affiliate Warrants — Sustainability — 0.4% (8)
LiquiGlide, Inc. (2)(12)
Nexii Building Solutions, Inc. (2)(12)
Temperpack Technologies, Inc. (2)(12)
Total Non-Affiliate Warrants — Sustainability
Non-Affiliate Warrants — Technology — 6.2% (8)
Axiom Space, Inc. (2)(12)
Intelepeer Holdings, Inc. (2)(12)
PebblePost, Inc. (2)(12)
Alula Holdings, Inc. (2)(12)
Waste Recycling
Waste Recycling
Waste Recycling
Aterian, Inc. (2)(5)(12)
Better Place Forests Co. (2)(12)
Caastle, Inc. (2)(12)
CAMP NYC, Inc. (2)(12)
Clara Foods Co. (2)(12)
Getaround, Inc. (2)(12)
Communications
Communications
Communications
Consumer-related
Technologies
Consumer-related
Technologies
Consumer-related
Technologies
Consumer-related
Technologies
Consumer-related
Technologies
Consumer-related
Technologies
Consumer-related
Technologies
317,306 Common Stock Warrants
2,428 Preferred Stock Warrants
295,053 Common Stock Warrants
661,956 Preferred Stock Warrants
92,002 Preferred Stock Warrants
21,120 Common Stock Warrants
284,090 Common Stock Warrants
7,843 Common Stock Warrants
252,161 Common Stock Warrants
164,608 Preferred Stock Warrants
7,051 Common Stock Warrants
795,455 Common Stock Warrants
160,714 Common Stock Warrants
95,293 Common Stock Warrants
1,175 Common Stock Warrants
1,818,183 Preferred Stock Warrants
7,292 Preferred Stock Warrants
134,299 Preferred Stock Warrants
6,361,111 Preferred Stock Warrants
1,375,727 Preferred Stock Warrants
47,410 Common Stock Warrants
317,647 Preferred Stock Warrants
454,460 Preferred Stock Warrants
441,780 Preferred Stock Warrants
221,510 Preferred Stock Warrants
484,250 Preferred Stock Warrants
408 Preferred Stock Warrants
61,359 Common Stock Warrants
142,405 Common Stock Warrants
48,756 Preferred Stock Warrants
1,991 Common Stock Warrants
2,936,535 Preferred Stock Warrants
598,850 Preferred Stock Warrants
20,000 Preferred Stock Warrants
76,923 Common Stock Warrants
9,353 Preferred Stock Warrants
268,591 Preferred Stock Warrants
17,605 Preferred Stock Warrants
46,745 Preferred Stock Warrants
651,040 Preferred Stock Warrants
See Notes to Consolidated Financial Statements
96
2,500
5,000
3,500
3,500
2,500
2,500
5,000
5,000
2,500
Cost of
Investments (6)
2,464
4,905
3,458
3,458
2,463
2,463
Fair
Value
2,464
4,905
3,458
3,458
2,463
2,463
189,274
189,274
4,902
4,936
2,444
4,902
4,936
2,444
12,282
441,885
12,282
437,317
311
142
65
54
139
36
64
8
146
278
17
264
72
44
24
66
53
61
149
154
80
124
238
91
83
77
53
2,893
39
356
107
502
45
140
92
93
195
23
68
22
30
450
27
148
1
—
162
3
64
—
5
519
9
45
110
—
—
463
45
172
169
108
90
121
—
112
122
75
30
2,600
36
331
552
919
42
3,141
161
70
1
23
823
22
368
367
Table of Contents
Portfolio Company (1)(3)
Interior Define, Inc. (2)(12)
NextCar Holding Company, Inc. (2)(12)
Primary Kids, Inc. (2)(12)
Quip NYC Inc. (2)(12)
Unagi, Inc. (2)(12)
Updater, Inc.(2)(12)
Horizon Technology Finance Corporation and Subsidiaries
Consolidated Schedule of Investments
December 31, 2021
(In thousands)
Sector
Type of Investment (4)(7)(9)(10)
6,191 Preferred Stock Warrants
310,463 Preferred Stock Warrants
553,710 Preferred Stock Warrants
553,778 Preferred Stock Warrants
Consumer-related
Technologies
Consumer-related
Technologies
Consumer-related
Technologies
Consumer-related
Technologies
Consumer-related
Technologies
Consumer-related
Technologies
500,000 Preferred Stock Warrants
Data Storage
44,211,003 Preferred and Common Stock Warrants
Data Storage
Internet and Media
245,810 Preferred Stock Warrants
Internet and Media 261,721 Preferred Stock Warrants
139,074 Preferred Stock Warrants
Internet and Media
344,102 Preferred Stock Warrants
Networking
108,333 Common Stock Warrants
134,421 Preferred Stock Warrants
Power Management 5,002,574 Preferred Stock Warrants
Semiconductors
6,753 Preferred and Common Stock Warrants
Principal
Amount
Cost of
Investments (6)
103
Fair
Value
103
47
57
47
51
324
503
CPG Beyond, Inc. (2)(12)
Silk, Inc. (2)(12)
Global Worldwide LLC (2)(12)
Rocket Lawyer Incorporated (2)(12)
Skillshare, Inc. (2)(12)
Liqid, Inc.(2)(12)
Kinestral, Inc. (2)(12)
Avalanche Technology, Inc. (2)(12)
Branded Online, Inc. (2)(12)
BriteCore Holdings, Inc. (2)(12)
Decisyon, Inc. (12)
Dropoff, Inc. (2)(12)
E La Carte, Inc. (2)(12)
Lotame Solutions, Inc. (2)(12)
Lytics, Inc. (2)(12)
Reputation Institute, Inc. (2)(12)
Revinate Holdings, Inc. (2)(12)
Riv Data Corp. (2)(12)
SIGNiX, Inc. (12)
Skyword, Inc. (12)
Supply Network Visiblity Holdings LLC (2)(12)
Topia Mobility, Inc. (2)(12)
xAd, Inc. (2)(12)
Total Non-Affiliate Warrants — Technology
Non-Affiliate Warrants — Healthcare information and services — 0.6% (8)
IDbyDNA, Inc.(2)(12)
Kate Farms, Inc. (2)(12)
Watermark Medical, Inc. (2)(12)
Medsphere Systems Corporation (2)(12)
Total Non-Affiliate Warrants — Healthcare information and services
Total Non-Affiliate Warrants
Non-Affiliate Other Investments — 0.1% (8)
ZetrOZ, Inc. (12)
Total Non-Affiliate Other Investments
Non-Affiliate Equity — 0.1% (8)
SnagAJob.com, Inc. (12)
Software
Software
Software
Software
Software
Software
Software
Software
Software
Software
Software
Software
Software
Software
Software
Zeta Global Holdings Corp. (2)(5)(12)
Decisyon, Inc. (12)
Total Non-Affiliate Equity
Total Non-Affiliate Portfolio Investment Assets
Controlled Affiliate Investments — 0.0% (8)
Controlled Affiliate Other Investments — Biotechnology — 0.0% (8)
HESP LLC (12)(13)
Total Controlled Affiliate Other Investments
Total Controlled Affiliate Portfolio Investment Assets
Total Portfolio Investment Assets — 186.7% (8)
Short Term Investments — Unrestricted Investments — 3.2% (8)
US Bank Money Market Deposit Account
Total Short Term Investments — Unrestricted Investments
Short Term Investments — Restricted Investments — 0.6% (8)
US Bank Money Market Deposit Account
Total Short Term Investments — Restricted Investments
Diagnostics
Other Healthcare
Other Healthcare
Software
Medical Device
Consumer-related
Technologies
Internet and Media
Software
16,678 Common Stock Warrants
55,591 Preferred Stock Warrants
82,967 Common Stock Warrants
482,283 Common Stock Warrants
181,947 Preferred Stock Warrants
288,115 Preferred Stock Warrants
26,733 Preferred Stock Warrants
3,731 Preferred Stock Warrants
615,475 Preferred Stock Warrants
321,428 Preferred Stock Warrants
186,235 Preferred Stock Warrants
301,055 Preferred and Common Stock Warrants
682 Preferred Stock Warrants
3,049,607 Preferred Stock Warrants
4,343,348 Preferred Stock Warrants
472,006 Preferred Stock Warrants
82,965 Preferred Stock Warrants
27,373 Preferred Stock Warrants
7,097,792 Preferred Stock Warrants
Royalty Agreement
82,974 Common Stock
18,405 Common Stock
72,638,663 Preferered and Common Stock
Biotechnology
Other Investment
$
$
$
$
$
$
$
$
25
34
242
234
75
92
162
364
1,585
101
370
5
46
397
61
23
12
54
44
12
224
49
64
138
179
6,281
112
101
74
60
347
10,023
—
—
9
24
31
859
188
6
741
2,403
938
2,609
—
443
37
—
395
53
276
12
52
66
292
—
4
62
—
1
15,214
95
1,177
—
195
1,467
20,200
200
200
83
240
230
479
155
120
358
452,387 $ 458,075
$
1,450
1,450
1,450 $
—
—
—
453,837 $ 458,075
7,868
$
7,868 $
7,868
7,868
1,359
$
1,359 $
1,359
1,359
(1) All investments of the Company are in entities which are organized under the laws of the United States and have a
principal place of business in the United States.
(2) Has been pledged as collateral under the revolving credit facility (the “Key Facility”) with KeyBank National
Association (“Key”), the Note Funding Agreement (the “NYL Facility”) with several entities owned or affiliated with
New York Life Insurance Company (“NYL Noteholders”) and/or the term debt securitization in connection with
97
Table of Contents
which an affiliate of the Company made an offering of $100.0 million in aggregate principal amount of fixed rate
asset-backed notes that were issued in conjunction with the $160.0 million securitization of secured loans the
Company completed on August 13, 2019 (“the Asset-Backed Notes”).
(3) All non-affiliate investments are investments in which the Company owns less than 5% of the voting securities of the
portfolio company. All non-controlled affiliate investments are investments in which the Company owns 5% or more
of the voting securities of the portfolio company but not more than 25% of the voting securities of the portfolio
company. All controlled affiliate investments are investments in which the Company owns more than 25% of the
portfolio company’s outstanding voting securities or has the power to exercise control over management or policies of
such portfolio company (including through a management agreement).
(4) All interest is payable in cash due monthly in arrears, unless otherwise indicated, and applies only to the Company’s
debt investments. Interest rate is the annual interest rate on the debt investment and does not include end-of-term
payments (“ETPs”), and any additional fees related to the investments, such as deferred interest, commitment fees or
prepayment fees. Debt investments are at variable rates for the term of the debt investment, unless otherwise indicated.
All debt investments based on the London InterBank Offered Rate (“LIBOR”) are based on one-month LIBOR. For
each debt investment, the current interest rate in effect as of December 31, 2021 is provided.
(5) Portfolio company is a public company.
(6) For debt investments, represents principal balance less unearned income.
(7) Warrants, Equity and Other Investments are non-income producing.
(8) Value as a percent of net assets.
(9) As of December 31, 2021, 5.8% of the Company’s total assets on a cost and fair value basis, respectively, are in non-
qualifying assets. Under the 1940 Act, the Company may not acquire any non-qualifying assets unless, at the time the
acquisition is made, qualifying assets represent at least 70% of the Company’s total assets.
(10) ETPs are contractual fixed-interest payments due in cash at the maturity date of the applicable debt investment,
including upon any prepayment, and are a fixed percentage of the original principal balance of the debt investments
unless otherwise noted. Interest will accrue during the life of the debt investment on each ETP and will be recognized
as non-cash income until it is actually paid. Therefore, a portion of the incentive fee the Company may pay its Advisor
will be based on income that the Company has not yet received in cash.
(11) Debt investment has a payment-in-kind (“PIK”) feature.
(12) The fair value of the investment was valued using significant unobservable inputs.
(13) On July 8, 2020, Espero BioPharma, Inc. and its affiliates, Jacksonville Pharmaceuticals, Inc. and Espero
Pharmaceuticals, Inc. (collectively, “Espero”) assigned substantially all of their assets to their respective assignment
estates and respectively appointed PSE (ABC), LLC, PS PJAX (ABC), LLC, and PPSE (ABC), LLC (collectively,
“Espero ABC”) to administer their respective estates and to facilitate the orderly sale and liquidation of their property
and assets. On October 6, 2020, the Court of Chancery of the State of Delaware approved the transfer of the assets of
Espero to the Company and Credit II or their designees in consideration for the Company and Credit II’s credit bid at
auction of $7.0 million. On October 22, 2020, Espero ABC transferred the assets of Espero to HESP LLC, a Delaware
limited liability company, wholly owned by the Company.
(14) Debt investment is on non-accrual status as of December 31, 2021.
See Notes to Consolidated Financial Statements
98
Table of Contents
Horizon Technology Finance Corporation and Subsidiaries
Consolidated Schedule of Investments
December 31, 2020
(In thousands)
Portfolio Company (1)(3)
Non-Affiliate Investments — 161.6% (8)
Non-Affiliate Debt Investments — 154.2% (8)
Non-Affiliate Debt Investments — Life Science — 71.4% (8)
Castle Creek Pharmaceuticals Holdings, Inc. (2)(12)
Biotechnology
Sector
Type of Investment (4)(7)(9)(10)
Principal
Amount
Cost of
Investments (6)
Fair
Value
Term Loan (9.30% cash (Libor + 7.50%; Floor 9.30%), 5.00%
ETP, Due 3/1/24)
Term Loan (9.30% cash (Libor + 7.50%; Floor 9.30%), 5.00%
ETP, Due 3/1/24)
Term Loan (9.30% cash (Libor + 7.50%; Floor 9.30%), 5.00%
ETP, Due 3/1/24)
Term Loan (9.30% cash (Libor + 7.50%; Floor 9.30%), 5.00%
ETP, Due 3/1/24)
Celsion Corporation (2)(5)(12)
Biotechnology
Term Loan (9.63% cash (Libor + 7.63%; Floor 9.63%), 5.50%
Emalex Biosciences, Inc. (2)(12)
Biotechnology
LogicBio, Inc. (2)(5)(12)
Provivi, Inc. (2)(12)
Biotechnology
Biotechnology
Bardy Diagnostics, Inc. (2)(12)
Medical Device
Canary Medical Inc. (2)(12)
Ceribell, Inc. (2)(12)
Medical Device
Medical Device
ETP, Due 4/1/23)
Term Loan (9.63% cash (Libor + 7.63%; Floor 9.63%), 5.50%
ETP, Due 4/1/23)
Term Loan (9.75% cash (Libor + 7.90%; Floor 9.75%), 5.00%
ETP, Due 12/1/23)
Term Loan (9.75% cash (Libor + 7.90%; Floor 9.75%), 5.00%
ETP, Due 12/1/23)
Term Loan (8.75% cash (Libor + 6.25%; Floor 8.75%), 4.50%
ETP, Due 6/1/24)
Term Loan (9.50% cash (Libor + 8.50%; Floor 9.50%), 5.50%
ETP, Due 12/1/24)
Term Loan (9.50% cash (Libor + 8.50%; Floor 9.50%), 5.50%
ETP, Due 12/1/24)
Term Loan (8.90% cash (Libor + 7.00%; Floor 8.90%), 5.00%
ETP, Due 9/1/24)
Term Loan (8.90% cash (Libor + 7.00%; Floor 8.90%), 5.00%
ETP, Due 9/1/24)
Term Loan (8.90% cash (Libor + 7.00%; Floor 8.90%), 5.00%
ETP, Due 9/1/24)
Term Loan (8.90% cash (Libor + 7.00%; Floor 8.90%), 5.00%
ETP, Due 9/1/24)
Term Loan (8.90% cash (Libor + 7.00%; Floor 8.90%), 5.00%
ETP, Due 9/1/24)
Term Loan (8.90% cash (Libor + 7.00%; Floor 8.90%), 5.00%
ETP, Due 9/1/24)
Term Loan (8.90% cash (Libor + 7.00%; Floor 8.90%), 5.00%
ETP, Due 9/1/24)
Term Loan (9.00% cash (Prime + 5.75%; Floor 9.00%), 7.00%
ETP, Due 11/1/24)
Term Loan (8.25% cash (Libor + 6.70%; Floor 8.25%), 5.50%
ETP, Due 10/1/24)
Term Loan (8.25% cash (Libor + 6.70%; Floor 8.25%), 5.50%
ETP, Due 10/1/24)
Conventus Orthopaedics, Inc. (2)(12)
Medical Device
Term Loan (9.25% cash (Libor + 8.00%; Floor 9.25%), 10.36%
Corinth Medtech, Inc. (2)(12)
Medical Device
ETP, Due 7/1/25)
Term Loan (9.25% cash (Libor + 8.00%; Floor 9.25%), 10.36%
ETP, Due 7/1/25)
Term Loan (8.50% cash (Prime + 5.25%; Floor 8.50%),
20.00% ETP, Due 4/1/22)
Term Loan (8.50% cash (Prime + 5.25%; Floor 8.50%),
20.00% ETP, Due 4/1/22)
CSA Medical, Inc. (2)(12)
Medical Device
Term Loan (10.00% cash (Libor + 8.20%; Floor 10.00%),
CVRx, Inc. (2)(12)
Medical Device
5.00% ETP, Due 1/1/24)
Term Loan (10.00% cash (Libor + 8.20%; Floor 10.00%),
5.00% ETP, Due 1/1/24)
Term Loan (10.00% cash (Libor + 8.20%; Floor 10.00%),
5.00% ETP, Due 3/1/24)
Term Loan (10.00% cash (Libor + 7.80%; Floor 10.00%),
3.50% ETP, Due 10/1/24)
Term Loan (10.00% cash (Libor + 7.80%; Floor 10.00%),
3.50% ETP, Due 10/1/24)
Term Loan (10.00% cash (Libor + 7.80%; Floor 10.00%),
3.50% ETP, Due 10/1/24)
Term Loan (10.00% cash (Libor + 7.80%; Floor 10.00%),
3.50% ETP, Due 10/1/24)
MacuLogix, Inc. (2)(12)
Medical Device
Term Loan (10.08% cash (Libor + 7.68%; Floor 10.08%),
Magnolia Medical Technologies, Inc. (2)(12)
Medical Device
5.50% ETP, Due 10/1/23)
Term Loan (10.08% cash (Libor + 7.68%; Floor 10.08%),
5.50% ETP, Due 10/1/23)
Term Loan (9.75% cash (Prime + 5.00%; Floor 9.75%), 4.00%
ETP, Due 3/1/25)
See Notes to Consolidated Financial Statements
99
$
5,000
$
4,884
$
4,884
5,000
5,000
5,000
2,500
2,500
2,500
2,500
5,000
5,000
5,000
5,000
5,000
1,000
1,000
1,000
1,000
1,000
2,500
5,000
5,000
5,086
5,086
2,500
2,500
3,750
250
4,000
5,000
5,000
5,000
5,000
7,500
4,050
5,000
4,938
4,938
4,938
2,477
2,525
2,354
2,457
4,977
4,763
4,912
4,943
4,943
989
989
989
989
989
2,346
4,878
4,942
5,025
5,025
2,475
2,475
3,704
247
3,955
4,948
4,948
4,948
4,948
7,422
4,008
4,937
4,938
4,938
4,938
2,477
2,483
2,354
2,457
4,977
4,763
4,912
4,943
4,943
989
989
989
989
989
2,346
4,878
4,942
5,025
5,025
2,475
2,475
3,704
247
3,955
4,948
4,948
4,948
4,948
7,147
3,859
4,937
Table of Contents
Horizon Technology Finance Corporation and Subsidiaries
Consolidated Schedule of Investments
December 31, 2020
(In thousands)
Portfolio Company (1)(3)
Sector
Type of Investment (4)(7)(9)(10)
Principal
Amount
Sonex Health, Inc. (2)(12)
Medical Device
Total Non-Affiliate Debt Investments — Life Science
Non-Affiliate Debt Investments — Technology — 71.2% (8)
Alula Holdings, Inc. (2)(12)
Consumer-related Technologies
Betabrand Corporation (2)(12)
Consumer-related Technologies
Getaround, Inc. (2)(12)
Consumer-related Technologies
Updater, Inc. (2)(12)
Consumer-related Technologies
CPG Beyond, Inc. (2)(12)
Data Storage
Term Loan (9.75% cash (Prime + 5.00%; Floor 9.75%),
4.00% ETP, Due 3/1/25)
Term Loan (9.75% cash (Prime + 5.00%; Floor 9.75%),
4.00% ETP, Due 3/1/25)
Term Loan (9.75% cash (Prime + 5.00%; Floor 9.75%),
4.00% ETP, Due 3/1/25)
Term Loan (9.25% cash (Prime + 6.00%; Floor 9.25%),
5.00% ETP, Due 6/1/24)
Term Loan (9.25% cash (Prime + 6.00%; Floor 9.25%),
5.00% ETP, Due 6/1/24)
Term Loan (9.25% cash (Prime + 6.00%; Floor 9.25%),
5.00% ETP, Due 6/1/24)
Term Loan (10.00% cash (Prime + 6.75%; Floor 10.00%),
3.00% ETP, Due 1/1/25)
Term Loan (10.00% cash (Prime + 6.75%; Floor 10.00%),
3.00% ETP, Due 1/1/25)
Term Loan (10.00% cash (Prime + 6.75%; Floor 10.00%),
3.00% ETP, Due 1/1/25)
Term Loan (10.05% cash (Libor + 7.50%; Floor 10.05%),
5.75% ETP, Due 9/1/23)
Term Loan (10.05% cash (Libor + 7.50%; Floor 10.05%),
5.75% ETP, Due 9/1/23)
Term Loan (10.05% cash (Libor + 7.50%; Floor 10.05%),
5.75% ETP, Due 9/1/23)
Term Loan (10.50% cash (Prime + 7.25%; Floor 10.50%),
4.50% ETP, Due 12/1/24)
Term Loan (10.50% cash (Prime + 7.25%; Floor 10.50%),
4.50% ETP, Due 12/1/24)
Term Loan (10.50% cash (Prime + 7.25%; Floor 10.50%),
4.50% ETP, Due 12/1/24)
Term Loan (11.50% cash (Prime + 5.75%; Floor 11.50%,
Ceiling 14.00%),0.56% ETP, Due 12/20/24)
Term Loan (11.50% cash (Prime + 5.75%; Floor 11.50%,
Ceiling 14.00%), 0.56% ETP, Due 12/20/24)
Term Loan (11.50% cash (Prime + 5.75%; Floor 11.50%,
Ceiling 14.00%), 0.56% ETP, Due 12/20/24)
Term Loan (11.00% cash (Libor + 8.60%; Floor 11.00%),
2.00% ETP, Due 8/1/23)
Term Loan (11.00% cash (Libor + 8.60%; Floor 11.00%),
2.00% ETP, Due 8/1/23)
Silk, Inc. (2)(12)
Data Storage
Term Loan (10.65% cash (Libor + 8.40%; Floor 10.65%),
4.00% ETP, Due 1/1/23)
Term Loan (10.65% cash (Libor + 8.40%; Floor 10.65%),
4.00% ETP, Due 1/1/23)
Term Loan (10.65% cash (Libor + 8.40%; Floor 10.65%),
4.00% ETP, Due 7/1/23)
IgnitionOne, Inc. (2)(12)(13)
Internet and Media
Term Loan (10.38% cash (Libor + 10.23%; Floor 10.23%),
6.00% ETP, Due 4/1/22)
Term Loan (10.38% cash (Libor + 10.23%; Floor 10.23%),
6.00% ETP, Due 4/1/22)
Term Loan (10.38% cash (Libor + 10.23%; Floor 10.23%),
6.00% ETP, Due 4/1/22)
Term Loan (10.38% cash (Libor + 10.23%; Floor 10.23%),
6.00% ETP, Due 4/1/22)
The NanoSteel Company, Inc. (2)(12)(13)
Materials
Term Loan (11.00% cash (Libor + 8.50%; Floor 11.00%),
Liqid, Inc.(2)(12)
Networking
BriteCore Holdings, Inc. (2)(12)
Software
Keypath Education, LLC (2)(12)
Software
14.88% ETP, Due 6/1/22)
Term Loan (11.00% cash (Libor + 8.50%; Floor 11.00%),
14.88% ETP, Due 6/1/22)
Term Loan (9.50% cash (Prime + 6.25%; Floor 9.50%),
4.00% ETP, Due 9/1/24)
Term Loan (9.50% cash (Prime + 6.25%; Floor 9.50%),
4.00% ETP, Due 9/1/24)
Term Loan (10.50% cash (Prime + 7.25%; Floor 10.50%),
4.00% ETP, Due 10/1/24)
Term Loan (10.50% cash (Prime + 7.25%; Floor 10.50%),
4.00% ETP, Due 10/1/24)
Term Loan (10.50% cash (Libor + 8.50%; Floor 10.50%),
2.50% ETP, Due 10/1/24)
Term Loan (10.50% cash (Libor + 8.50%; Floor 10.50%),
2.50% ETP, Due 10/1/24)
Term Loan (10.50% cash (Libor + 8.50%; Floor 10.50%),
2.50% ETP, Due 10/1/24)
See Notes to Consolidated Financial Statements
100
5,000
5,000
5,000
2,500
2,500
2,500
5,000
5,000
3,000
4,250
4,250
1,125
10,000
4,000
4,000
5,000
5,000
10,000
5,000
5,000
4,166
4,166
5,000
1,874
1,874
1,874
1,874
3,345
3,345
5,000
5,000
2,500
2,500
3,750
3,750
2,500
Cost of
Investments (6)
4,937
4,926
4,926
2,379
2,460
2,460
Fair
Value
4,937
4,926
4,926
2,379
2,460
2,460
152,313
151,847
4,904
4,932
2,959
4,200
4,200
1,097
9,625
3,851
3,851
4,948
4,948
9,896
4,909
4,908
4,125
4,125
4,886
1,789
1,789
1,722
1,789
3,303
3,479
4,842
4,896
2,474
2,474
3,583
3,686
2,457
4,904
4,932
2,959
4,028
4,028
1,052
9,625
3,851
3,851
4,948
4,948
9,896
4,909
4,908
4,125
4,125
4,886
1,789
1,789
1,722
1,789
846
891
4,842
4,896
2,474
2,474
3,583
3,686
2,457
Table of Contents
Horizon Technology Finance Corporation and Subsidiaries
Consolidated Schedule of Investments
December 31, 2020
(In thousands)
Portfolio Company (1)(3)
OutboundEngine, Inc. (2)(12)
Sector
Software
Revinate, Inc. (2)(12)
Software
Topia Mobility, Inc. (2)(12)
Software
Type of Investment (4)(7)(9)(10)
Term Loan (11.15% cash (Libor + 8.40%; Floor 11.15%),
3.63% ETP, Due 7/1/23)
Term Loan (11.15% cash (Libor + 8.40%; Floor 11.15%),
3.63% ETP, Due 7/1/23)
Term Loan (11.15% cash (Libor + 8.40%; Floor 11.15%),
3.63% ETP, Due 7/1/23)
Term Loan (9.50% cash (Libor + 7.00%; Floor 9.50%), 4.00%
ETP, Due 11/1/23)
Term Loan (9.50% cash (Libor + 7.00%; Floor 9.50%), 4.00%
ETP, Due 11/1/23)
Term Loan (9.50% cash (Libor + 7.00%; Floor 9.50%), 4.00%
ETP, Due 11/1/23)
Term Loan (10.00% cash (Prime + 6.75%; Floor 10.00%),
4.00% ETP, Due 9/1/24)
Term Loan (10.00% cash (Prime + 6.75%; Floor 10.00%),
4.00% ETP, Due 9/1/24)
xAd, Inc. (2)(12)
Software
Term Loan (10.00% cash (Libor + 8.70%; Floor 10.00%),
Total Non-Affiliate Debt Investments — Technology
Non-Affiliate Debt Investments — Healthcare information and services — 11.6% (8)
IDbyDNA, Inc.(2)(12)
Diagnostics
Kate Farms, Inc. (2)(12)
Other Healthcare
Total Non-Affiliate Debt Investments — Healthcare information and services
Total Non-Affiliate Debt Investments
Non-Affiliate Warrant Investments — 6.6% (8)
Non-Affiliate Warrants — Life Science — 1.8% (8)
Alpine Immune Sciences, Inc. (5)(12)
Castle Creek Pharmaceuticals, Inc. (2)(12)
Celsion Corporation (2)(5)(12)
Corvium, Inc. (2)(12)
Emalex Biosciences, Inc. (2)(12)
LogicBio, Inc. (2)(5)(12)
Mustang Bio, Inc. (2)(5)(12)
Provivi, Inc. (2)(12)
Rocket Pharmaceuticals Corporation (5)(12)
Strongbridge U.S. Inc. (2)(5)(12)
vTv Therapeutics Inc. (2)(5)(12)
AccuVein Inc. (2)(12)
Aerin Medical, Inc. (2)(12)
Bardy Diagnostics, Inc. (2)(12)
Canary Medical Inc. (2)(12)
Ceribell, Inc. (2)(12)
Conventus Orthopaedics, Inc. (2)(12)
CSA Medical, Inc. (2)(12)
CVRx, Inc.(2)(12)
MacuLogix, Inc. (2)(12)
Magnolia Medical Technologies, Inc. (2)(12)
Meditrina, Inc. (2)(12)
Sonex Health, Inc. (2)(12)
VERO Biotech LLC (2)(12)
Total Non-Affiliate Warrants — Life Science
Non-Affiliate Warrants — Technology — 3.9% (8)
Intelepeer Holdings, Inc. (2)(12)
PebblePost, Inc. (2)(12)
Alula Holdings, Inc. (2)(12)
Betabrand Corporation (2)(12)
Biotechnology
Biotechnology
Biotechnology
Biotechnology
Biotechnology
Biotechnology
Biotechnology
Biotechnology
Biotechnology
Biotechnology
Biotechnology
Medical Device
Medical Device
Medical Device
Medical Device
Medical Device
Medical Device
Medical Device
Medical Device
Medical Device
Medical Device
Medical Device
Medical Device
Medical Device
Communications
Communications
Consumer-related Technologies
Consumer-related Technologies
5.0% ETP, Due 1/1/22)
Term Loan (10.00% cash (Libor + 8.70%; Floor 10.00%),
5.0% ETP, Due 1/1/22)
Term Loan (10.00% cash (Libor + 8.70%; Floor 10.00%),
5.0% ETP, Due 1/1/22)
Term Loan (10.00% cash (Libor + 8.70%; Floor 10.00%),
5.0% ETP, Due 1/1/22)
Term Loan (9.00% cash (Prime + 5.75%; Floor 9.00%),
5.50% ETP, Due 1/1/25)
Term Loan (9.00% cash (Prime + 5.75%; Floor 9.00%),
5.50% ETP, Due 1/1/25)
Term Loan (9.75% cash (Libor + 7.45%; Floor 9.75%), 5.00%
ETP, Due 10/1/23)
Term Loan (9.75% cash (Libor + 7.45%; Floor 9.75%), 5.00%
ETP, Due 10/1/23)
Term Loan (9.75% cash (Libor + 7.45%; Floor 9.75%), 5.00%
ETP, Due 10/1/23)
Term Loan (9.75% cash (Libor + 7.45%; Floor 9.75%), 5.00%
ETP, Due 10/1/23)
4,632 Common Stock Warrants
2,428 Preferred Stock Warrants
295,053 Common Stock Warrants
661,956 Preferred Stock Warrants
73,602 Preferred Stock Warrants
7,843 Common Stock Warrants
252,161 Common Stock Warrants
123,457 Preferred Stock Warrants
7,051 Common Stock Warrants
160,714 Common Stock Warrants
95,293 Common Stock Warrants
1,175 Preferred Stock Warrants
1,818,183 Preferred Stock Warrants
346,154 Preferred Stock Warrants
7,292 Preferred Stock Warrants
117,521 Preferred Stock Warrants
6,313,788 Preferred Stock Warrants
1,375,727 Preferred Stock Warrants
750,000 Preferred Stock Warrants
454,460 Preferred Stock Warrants
378,363 Preferred Stock Warrants
221,510 Preferred Stock Warrants
484,250 Preferred Stock Warrants
408 Preferred Stock Warrants
3,078,084 Preferred and Common Stock Warrants
598,850 Preferred Stock Warrants
20,000 Preferred Stock Warrants
261,198 Preferred Stock Warrants
See Notes to Consolidated Financial Statements
101
Principal
Amount
4,000
3,500
500
4,000
1,000
5,000
5,000
5,000
3,021
3,021
1,813
1,208
5,000
5,000
5,000
5,000
2,500
2,500
Cost of
Investments (6)
3,949
3,456
501
Fair
Value
3,949
3,456
493
4,034
3,819
930
4,946
4,824
4,902
2,991
2,991
1,795
1,197
895
4,761
4,824
4,902
2,991
2,991
1,795
1,197
157,163
151,286
4,846
4,914
4,941
4,941
2,466
2,466
4,846
4,914
4,941
4,941
2,466
2,466
24,574
334,050
24,574
327,707
122
144
65
52
107
7
146
147
17
72
44
24
65
56
54
50
148
153
76
237
91
82
77
53
2,089
177
93
93
106
—
180
14
25
135
3
220
426
211
60
—
—
463
1,180
54
63
175
152
76
120
108
122
77
51
3,915
186
165
93
13
Table of Contents
Horizon Technology Finance Corporation and Subsidiaries
Consolidated Schedule of Investments
December 31, 2020
(In thousands)
Sector
Consumer-related Technologies
Consumer-related Technologies
Consumer-related Technologies
Consumer-related Technologies
Data Storage
Data Storage
Power Management
Semiconductors
Semiconductors
Internet and Media
Internet and Media
Internet and Media
Networking
Portfolio Company (1)(3)
Caastle, Inc. (2)(12)
Getaround, Inc. (2)(12)
Mohawk Group Holdings, Inc. (2)(5)(12)
Updater, Inc.(2)(12)
CPG Beyond, Inc. (2)(12)
Silk, Inc. (2)(12)
Global Worldwide LLC (2)(12)
Rocket Lawyer Incorporated (2)(12)
Skillshare, Inc. (2)(12)
Liqid, Inc.(2)(12)
Kinestral, Inc. (2)(12)
Avalanche Technology, Inc. (2)(12)
Soraa, Inc. (2)(12)
BriteCore Holdings, Inc. (2)(12)
Education Elements, Inc. (2)(12)
Keypath Education, Inc.(2)(12)
Lotame Solutions, Inc. (2)(12)
OutboundEngine, Inc. (2)(12)
Revinate, Inc. (2)(12)
Riv Data Corp. (2)(12)
SIGNiX, Inc. (12)
Skyword, Inc. (12)
Topia Mobility, Inc. (2)(12)
Weblinc Corporation (2)(12)
xAd, Inc. (2)(12)
Total Non-Affiliate Warrants — Technology
Non-Affiliate Warrants — Sustainability — 0.0% (8)
Tigo Energy, Inc. (2)(12)
Total Non-Affiliate Warrants — Sustainability
Non-Affiliate Warrants — Healthcare information and services — 0.9% (8)
IDbyDNA, Inc.(2)(12)
Kate Farms, Inc. (2)(12)
Watermark Medical, Inc. (2)(12)
Medsphere Systems Corporation (2)(12)
Ontrak, Inc. (2)(5)(12)
Total Non-Affiliate Warrants — Healthcare information and services
Total Non-Affiliate Warrants
Software
Software
Software
Software
Software
Software
Software
Software
Software
Software
Software
Software
Diagnostics
Other Healthcare
Other Healthcare
Software
Software
Energy Efficiency
Type of Investment (4)(7)(9)(10)
Principal
Amount
268,591 Preferred Stock Warrants
605,468 Preferred Stock Warrants
76,923 Common Stock Warrants
108,333 Common Stock Warrants
500,000 Preferred Stock Warrants
44,211,003 Preferred and Common Stock Warrants
245,810 Preferred Stock Warrants
261,721 Preferred Stock Warrants
139,073 Preferred Stock Warrants
243,942 Preferred Stock Warrants
5,002,574 Preferred Stock Warrants
6,753 Preferred and Common Stock Warrants
203,616 Preferred Stock Warrants
12,857 Preferred Stock Warrants
238,121 Preferred Stock Warrants
900,000 Preferred Stock Warrants
288,115 Preferred Stock Warrants
620,000 Preferred Stock Warrants
615,475 Preferred Stock Warrants
321,428 Preferred Stock Warrants
186,045 Preferred Stock Warrants
301,055 Preferred and Common Stock Warrants
3,049,607 Preferred Stock Warrants
195,122 Preferred Stock Warrants
4,343,348 Preferred Stock Warrants
804,604 Preferred Stock Warrants
363,082 Preferred Stock Warrants
82,965 Preferred Stock Warrants
27,373 Preferred Stock Warrants
7,097,792 Preferred Stock Warrants
10,906 Common Stock Warrants
Non-Affiliate Other Investments — 0.1% (8)
ZetrOZ, Inc. (12)
Total Non-Affiliate Other Investments
Medical Device
Royalty Agreement
Non-Affiliate Equity — 0.7% (8)
Sunesis Pharmaceuticals, Inc. (5)
SnagAJob.com, Inc. (12)
Zeta Global Holdings Corp. (2)(12)
Formetrix, Inc. (2)(12)
Clarabridge, Inc. (12)
Lightspeed POS Inc. (5)
Total Non-Affiliate Equity
Total Non-Affiliate Portfolio Investment Assets
Non-controlled Affiliate Investments — 3.5% (8)
Non-controlled Affiliate Debt Investments — Technology — 2.7% (8)
Decisyon, Inc. (12)
Materials
Software
Software
Software
Internet and Media
1,308 Common Stock
Biotechnology
Consumer-related Technologies 82,974 Common Stock
18,405 Common Stock
74,286 Common Stock
17,142 Preferred Stock
17,037 Common Stock
Cost of
Investments (6)
68
433
195
34
242
234
75
91
162
164
1,585
101
80
5
28
158
22
80
46
12
225
48
138
42
177
4,914
100
100
90
101
74
62
44
371
7,474
14
14
83
9
240
75
13
1,200
1,620
343,158 $
$
Fair
Value
822
433
312
70
706
165
9
88
2,407
164
1,326
—
—
11
27
349
279
33
51
291
—
8
174
—
3
8,185
—
—
90
1,171
—
196
474
1,931
14,031
200
200
3
82
240
—
35
1,200
1,560
343,498
StereoVision Imaging, Inc. (2)(12) (15)
Software
Total Non-controlled Affiliate Debt Investments — Technology
Non-controlled Affiliate Warrants — Technology — 0.0% (8)
Decisyon, Inc. (12)
Total Non-controlled Affiliate Warrants — Technology
Non-controlled Affiliate Equity — Technology —
0.8% (8)
Decisyon, Inc. (12)
StereoVision Imaging, Inc. (2)(12)
Total Non-controlled Affiliate Equity
Total Non-controlled Affiliate Portfolio Investment
Assets
Software
Software
Software
Term Loan (12.50% cash (Libor + 12.308%; Floor 12.50%),
12.00% ETP, Due 6/1/21)
Term Loan (12.50% cash (Libor + 12.308%; Floor 12.50%),
12.00% ETP, Due 6/1/21)
Term Loan (12.02% cash, Due 6/1/21)
Term Loan (12.03% cash, Due 6/1/21)
Term Loan (12.24% cash, Due 6/1/21)
Term Loan (13.08% cash, Due 6/1/21)
Term Loan (13.10% cash, Due 6/1/21)
Term Loan (8.50% Cash (Libor + 7.03%; Floor 8.50%),
15.63% ETP, Due 1/1/22)
82,967 Common Stock Warrants
72,638,663 Preferered and Common Stock
1,943,572 Preferred and Common Stock
$
1,182
$
1,181
$
1,181
646
239
238
705
276
184
2,783
626
227
228
685
276
183
2,382
5,788
46
46
229
791
1,020
626
227
228
685
276
183
2,382
5,788
—
—
120
1,639
1,759
$
6,854 $
7,547
See Notes to Consolidated Financial Statements
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Horizon Technology Finance Corporation and Subsidiaries
Consolidated Schedule of Investments
December 31, 2020
(In thousands)
Portfolio Company (1)(3)
Controlled Affiliate Investments — 0.7% (8)
Controlled Affiliate Other Investments — Biotechnology — 0.7% (8)
HESP LLC (2)(12)(14)
Total Controlled Affiliate Other Investments
Total Controlled Affiliate Portfolio Investment Assets
Sector
Type of Investment (4)(7)(9)(10)
Biotechnology
Other Investment
Total Portfolio Investment Assets — 165.8% (8)
Short Term Investments — Unrestricted Investments — 12.8% (8)
US Bank Money Market Deposit Account
Total Short Term Investments —Unrestricted Investments
Short Term Investments — Restricted Investments—0.5% (8)
US Bank Money Market Deposit Account
Total Short Term Investments —Restricted Investments
Cost of
Investments (6)
Fair
Value
$
$
$ 1,500
1,500
1,500
1,500
1,500 $ 1,500
$
351,512 $
352,545
$
$
$
$
$ 27,199
27,199
27,199 $ 27,199
1,057
$ 1,057
1,057 $ 1,057
(1) All investments of the Company are in entities which are organized under the laws of the United States and have a
principal place of business in the United States.
(2) Has been pledged as collateral under the revolving credit facility (the “Key Facility”) with KeyBank National
Association (“Key”), the Note Funding Agreement (the “NYL Facility”) with several entities owned or affiliated with
New York Life Insurance Company (“NYL Noteholders”) and/or the term debt securitization in connection with which
an affiliate of the Company made an offering of $100.0 million in aggregate principal amount of fixed rate asset-
backed notes that were issued in conjunction with the $160.0 million securitization of secured loans the Company
completed on August 13, 2019 (“the Asset-Backed Notes”).
(3) All non-affiliate investments are investments in which the Company owns less than 5% of the voting securities of the
portfolio company. All non-controlled affiliate investments are investments in which the Company owns 5% or more
of the voting securities of the portfolio company but not more than 25% of the voting securities of the portfolio
company. All controlled affiliate investments are investments in which the Company owns more than 25% of the
portfolio company’s outstanding voting securities or has the power to exercise control over management or policies of
such portfolio company (including through a management agreement).
(4) All interest is payable in cash due monthly in arrears, unless otherwise indicated, and applies only to the Company’s
debt investments. Interest rate is the annual interest rate on the debt investment and does not include ETPs, and any
additional fees related to the investments, such as deferred interest, commitment fees or prepayment fees. Debt
investments are at variable rates for the term of the debt investment, unless otherwise indicated. All debt investments
based on the LIBOR are based on one-month LIBOR. For each debt investment, the current interest rate in effect as of
December 31, 2020 is provided.
(5) Portfolio company is a public company.
(6) For debt investments, represents principal balance less unearned income.
(7) Warrants, Equity and Other Investments are non-income producing.
(8) Value as a percent of net assets.
(9) Company did not have any non-qualifying assets under Section 55(a) of the Investment Company Act of 1940, as
amended (the “1940 Act) as of December 31, 2020. Under the 1940 Act, the Company may not acquire any non-
qualifying assets unless, at the time the acquisition is made, qualifying assets represent at least 70% of the Company’s
total assets.
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(10) ETPs are contractual fixed-interest payments due in cash at the maturity date of the applicable debt investment,
including upon any prepayment, and are a fixed percentage of the original principal balance of the debt investments
unless otherwise noted. Interest will accrue during the life of the debt investment on each ETP and will be recognized
as non-cash income until it is actually paid. Therefore, a portion of the incentive fee the Company may pay its Advisor
will be based on income that the Company has not yet received in cash.
(11) Debt investment has a PIK feature.
(12) The fair value of the investment was valued using significant unobservable inputs.
(13) Debt investment is on non-accrual status as of December 31, 2020.
(14) On July 8, 2020, Espero BioPharma, Inc. and its affiliates, Jacksonville Pharmaceuticals, Inc. and Espero
Pharmaceuticals, Inc. (collectively, “Espero”) assigned substantially all of their assets to their respective assignment
estates and respectively appointed PSE (ABC), LLC, PS PJAX (ABC), LLC, and PPSE (ABC), LLC (collectively,
“Espero ABC”) to administer their respective estates and to facilitate the orderly sale and liquidation of their property
and assets. On October 6, 2020, the Court of Chancery of the State of Delaware approved the transfer of the assets of
Espero to the Company and Credit II or their designees in consideration for the Company and Credit II’s credit bid at
auction of $7.0 million. On October 22, 2020, Espero ABC transferred the assets of Espero to HESP LLC, a Delaware
limited liability company, wholly owned by the Company.
See Notes to Consolidated Financial Statements
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Horizon Technology Finance Corporation and Subsidiaries
Notes to Consolidated Financial Statements
Note 1. Organization
Horizon Technology Finance Corporation (the “Company”) was organized as a Delaware corporation on March 16,
2010 and is an externally managed, non-diversified, closed-end investment company. The Company has elected to be
regulated as a business development company (“BDC”) under the 1940 Act. In addition, for tax purposes, the Company
has elected to be treated as a regulated investment company (“RIC”) as defined under Subchapter M of the Internal
Revenue Code of 1986, as amended (the “Code”). As a RIC, the Company generally is not subject to corporate-level
federal income tax on the portion of its taxable income (including net capital gains) the Company distributes to its
stockholders. The Company primarily makes secured debt investments to development-stage companies in the technology,
life science, healthcare information and services and sustainability industries. All of the Company’s debt investments
consist of loans secured by all of, or a portion of, the applicable debtor company’s tangible and intangible assets.
On October 28, 2010, the Company completed an initial public offering (“IPO”) and its common stock trades on the
Nasdaq Global Select Market under the symbol “HRZN”. The Company was formed to continue and expand the business
of Compass Horizon Funding Company LLC, a Delaware limited liability company, which commenced operations in
March 2008 and became the Company’s wholly owned subsidiary upon the completion of the Company’s IPO.
Horizon Credit II LLC (“Credit II”) was formed as a Delaware limited liability company on June 28, 2011, with the
Company as its sole equity member. Credit II is a special purpose bankruptcy-remote entity and is a separate legal entity
from the Company. Any assets conveyed to Credit II are not available to creditors of the Company or any other entity other
than Credit II’s lenders.
The Company formed Horizon Funding 2019-1 LLC (“2019-1 LLC”) as a Delaware limited liability company on
May 2, 2019 and Horizon Funding Trust 2019-1 on May 15, 2019 (“2019-1 Trust” and, together with the 2019-1 LLC, the
“2019-1 Entities”). The 2019-1 Entities are special purpose bankruptcy remote entities and are separate legal entities from
the Company. The Company formed the 2019-1 Entities for purposes of securitizing the Asset-Backed Notes.
The Company formed Horizon Funding I, LLC (“HFI”) as a Delaware limited liability company on May 9, 2018, with
HSLFI as its sole member. HFI is a special purpose bankruptcy-remote entity and is a separate legal entity from HSLFI.
Any assets conveyed to HFI are not available to creditors of HSLFI or any other entity other than HFI’s lenders.
On April 21, 2020, the Company purchased all of the limited liability company interests of Arena in HSLFI, including,
without limitation, undistributed amounts owed to Arena and interest accrued and unpaid on the debt investments of HSLFI
through the date of purchase. As of April 21, 2020, HSLFI and its subsidiary, HFI, are consolidated by the Company.
The Company has also established an additional wholly owned subsidiary, which is structured as a Delaware limited
liability company, to hold the assets of a portfolio company acquired in connection with foreclosure or bankruptcy, which
is a separate legal entity from the Company.
The Company’s investment strategy is to maximize the investment portfolio’s return by generating current income
from the debt investments the Company makes and capital appreciation from the warrants the Company receives when
making such debt investments. The Company has entered into an investment management agreement (the “Investment
Management Agreement”) with Horizon Technology Finance Management LLC (the “Advisor”) under which the Advisor
manages the day-to-day operations of, and provides investment advisory services to, the Company.
Note 2. Basis of presentation and significant accounting policies
The consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted
accounting principles (“GAAP”) and pursuant to the requirements for reporting on Form 10-K and Articles 6 and 10 of
Regulation S-X (“Regulation S-X”) under the Securities Act of 1933, as amended (the “Securities Act”). In the opinion of
management, the consolidated financial statements reflect all adjustments and reclassifications, consisting solely of normal
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recurring accruals, that are necessary for the fair presentation of financial results as of and for the periods presented. All
intercompany balances and transactions have been eliminated.
Principles of consolidation
As required under GAAP and Regulation S-X, the Company will generally consolidate its investment in a company
that is an investment company subsidiary or a controlled operating company whose business consists of providing services
to the Company. Accordingly, the Company consolidated the results of the Company’s wholly-owned subsidiaries in its
consolidated financial statements. Although the Company owned more than 25% of the voting securities of HSLFI through
April 21, 2020, the Company did not have sole control over significant actions of HSLFI for purposes of the 1940 Act or
otherwise, and thus did not consolidate its interest prior to April 21, 2020.
Assets related to transactions that do not meet Accounting Standards Codification (“ASC”) Topic 860, Transfers and
Servicing requirements for accounting sale treatment are reflected in the Company’s Consolidated Statements of Assets and
Liabilities as investments. Those assets are owned by special purpose entities, including 2019-1 Entities, that are
consolidated in the Company’s consolidated financial statements. The creditors of the special purpose entities have
received security interests in such assets and such assets are not intended to be available to the creditors of the Company
(or any affiliate of the Company).
Use of estimates
In preparing the consolidated financial statements in accordance with GAAP, management is required to make
estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and
liabilities, as of the date of the balance sheet and income and expenses for the period. Actual results could differ from those
estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the valuation
of investments.
Fair value
The Company records all of its investments at fair value in accordance with relevant GAAP, which establishes a
framework used to measure fair value and requires disclosures for fair value measurements. The Company has categorized
its investments carried at fair value, based on the priority of the valuation technique, into a three-level fair value hierarchy
as more fully described in Note 6. Fair value is a market-based measure considered from the perspective of the market
participant who holds the financial instrument rather than an entity specific measure. Therefore, when market assumptions
are not readily available, the Company’s own assumptions are set to reflect those that management believes market
participants would use in pricing the financial instrument at the measurement date.
The availability of observable inputs can vary depending on the financial instrument and is affected by a wide variety
of factors, including, for example, the type of product, whether the product is new, whether the product is traded on an
active exchange or in the secondary market and the current market conditions. To the extent that the valuation is based on
models or inputs that are less observable or unobservable in the market, the determination of fair value requires more
judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for financial
instruments classified as Level 3.
See Note 6 for additional information regarding fair value.
Segments
The Company has determined that it has a single reporting segment and operating unit structure. The Company lends
to and invests in portfolio companies in various technology, life science, healthcare information and services and
sustainability industries. The Company separately evaluates the performance of each of its lending and investment
relationships. However, because each of these debt investments and investment relationships has similar business and
economic characteristics, they have been aggregated into a single lending and investment segment.
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Investments
Investments are recorded at fair value. The Company’s board of directors (the “Board”) determines the fair value of
the Company’s portfolio investments. The Company has the intent to hold its debt investments for the foreseeable future or
until maturity or payoff.
Interest on debt investments is accrued and included in income based on contractual rates applied to principal amounts
outstanding. Interest income is determined using a method that results in a level rate of return on principal amounts
outstanding. Generally, when a debt investment becomes 90 days or more past due, or if the Company otherwise does not
expect to receive interest and principal repayments, the debt investment is placed on non-accrual status and the recognition
of interest income may be discontinued. Interest payments received on non-accrual debt investments may be recognized as
income, on a cash basis, or applied to principal depending upon management’s judgment at the time the debt investment is
placed on non-accrual status. As of December 31, 2021, there was one investment on non-accrual status with a cost of
$11.5 million and a fair value of $6.9 million. As of December 31, 2020, there were two investments on non-accrual status
with a cost of $13.9 million and a fair value of $8.8 million. For the year ended December 31, 2021, the Company
recognized, as interest income, payments of $1.3 million received from two portfolio companies whose debt investments
were on non-accrual status. For the year ended December 31, 2020, the Company recognized, as interest income, payments
of $0.03 million received from one portfolio company whose debt investment was on non-accrual status. For the year
ended December 31, 2019, the Company did not recognize any interest income from debt investments on non-accrual
status.
The Company receives a variety of fees from borrowers in the ordinary course of conducting its business, including
advisory fees, commitment fees, amendment fees, non-utilization fees, success fees and prepayment fees. In a limited
number of cases, the Company may also receive a non-refundable deposit earned upon the termination of a transaction.
Debt investment origination fees, net of certain direct origination costs, are deferred and, along with unearned income, are
amortized as a level-yield adjustment over the respective term of the debt investment. All other income is recognized when
earned. Fees for counterparty debt investment commitments with multiple debt investments are allocated to each debt
investment based upon each debt investment’s relative fair value. When a debt investment is placed on non-accrual status,
the amortization of the related fees and unearned income is discontinued until the debt investment is returned to accrual
status.
Certain debt investment agreements also require the borrower to make an ETP, that is accrued into interest receivable
and taken into income over the life of the debt investment to the extent such amounts are expected to be collected. The
Company will generally cease accruing the income if there is insufficient value to support the accrual or the Company does
not expect the borrower to be able to pay the ETP when due. The proportion of the Company’s total investment income that
resulted from the portion of ETPs not received in cash for the years ended December 31, 2021, 2020 and 2019 was 5.9%,
5.8% and 5.3%, respectively.
In connection with substantially all lending arrangements, the Company receives warrants to purchase shares of stock
from the borrower. The warrants are recorded as assets at estimated fair value on the grant date using the Black-Scholes
valuation model. The warrants are considered loan fees and are recorded as unearned income on the grant date. The
unearned income is recognized as interest income over the contractual life of the related debt investment in accordance
with the Company’s income recognition policy. Subsequent to debt investment origination, the fair value of the warrants is
determined using the Black-Scholes valuation model. Any adjustment to fair value is recorded through earnings as net
unrealized appreciation or depreciation on investments. Gains and losses from the disposition of the warrants or stock
acquired from the exercise of warrants are recognized as realized gains and losses on investments.
Prior to consolidating the investment in HSLFI on and after April 21, 2020, distributions from HSLFI were evaluated
at the time of distribution to determine if the distribution should be recorded as dividend income or a return of capital.
Generally, the Company did not record distributions from HSLFI as dividend income unless there was sufficient
accumulated tax-basis earnings and profit in HSLFI prior to distribution. Distributions that were classified as a return of
capital were recorded as a reduction in the cost basis of the investment. For the period January 1, 2020 through April 21,
2020, HSLFI made no distributions classified as dividend income or a return of capital to the Company. For the year ended
December 31, 2019, HSLFI distributed $0.7 million classified as dividend income to the Company.
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Realized gains or losses on the sale of investments, or upon the determination that an investment balance, or portion
thereof, is not recoverable, are calculated using the specific identification method. The Company measures realized gains
or losses by calculating the difference between the net proceeds from the repayment or sale and the amortized cost basis of
the investment. Net change in unrealized appreciation or depreciation reflects the change in the fair values of the
Company’s portfolio investments during the reporting period, including any reversal of previously recorded unrealized
appreciation or depreciation when gains or losses are realized.
Debt issuance costs
Debt issuance costs are fees and other direct incremental costs incurred by the Company in obtaining debt financing
from its lenders and issuing debt securities. The unamortized balance of debt issuance costs as of December 31, 2021 and
2020 was $4.3 million and $3.2 million, respectively. These amounts are amortized and included in interest expense in the
consolidated statements of operations over the life of the borrowings. The accumulated amortization balances as of
December 31, 2021 and 2020 were $3.2 million and $4.1 million, respectively. The amortization expense for the years
ended December 31, 2021, 2020 and 2019 was $1.1 million, $1.0 million and $0.7 million, respectively.
Income taxes
As a BDC, the Company has elected to be treated as a RIC under Subchapter M of the Code and operates in a manner
so as to qualify for the tax treatment applicable to RICs. In order to qualify as a RIC and to avoid the imposition of
corporate-level income tax on the portion of its taxable income distributed to stockholders, among other things, the
Company is required to meet certain source of income and asset diversification requirements and to timely distribute
dividends out of assets legally available for distribution to its stockholders of an amount generally at least equal to 90% of
its investment company taxable income, as defined by the Code and determined without regard to any deduction for
dividends paid, for each tax year. The Company, among other things, has made and intends to continue to make the
requisite distributions to its stockholders, which generally relieves the Company from corporate-level U.S. federal income
taxes. Accordingly, no provision for federal income tax has been recorded in the financial statements. Differences between
taxable income and net increase in net assets resulting from operations either can be temporary, meaning they will reverse
in the future, or permanent. In accordance with ASC Topic 946, Financial Services—Investment Companies, as amended,
of the Financial Accounting Standards Board’s (“FASB’s”), permanent tax differences, such as non-deductible excise taxes
paid, are reclassified from distributions in excess of net investment income and net realized loss on investments to paid-in-
capital at the end of each fiscal year. These permanent book-to-tax differences are reclassified on the consolidated
statements of changes in net assets to reflect their tax character but have no impact on total net assets. For the years ended
December 31, 2021, 2020 and 2019, the Company reclassified $0.4 million, $0.2 million and $0.2 million, respectively, to
paid-in capital from distributions in excess of net investment income, which related to excise taxes payable.
Depending on the level of taxable income earned in a tax year, the Company may choose to carry forward taxable
income in excess of current year distributions into the next tax year and incur a 4% U.S. federal excise tax on such income,
as required. To the extent that the Company determines that its estimated current year annual taxable income will be in
excess of estimated current year distributions, the Company accrues excise tax, if any, on estimated excess taxable income
as taxable income is earned. For the years ended December 31, 2021, 2020 and 2019, $0.4 million, $0.2 million and $0.2
million, respectively, was recorded for U.S. federal excise tax.
The Company evaluates tax positions taken in the course of preparing the Company’s tax returns to determine whether
the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority in accordance with ASC Topic
740, Income Taxes, as modified by ASC Topic 946. Tax benefits of positions not deemed to meet the more-likely-than-not
threshold, or uncertain tax positions, would be recorded as a tax expense in the current year. It is the Company’s policy to
recognize accrued interest and penalties related to uncertain tax benefits in income tax expense. The Company had no
material uncertain tax positions at December 31, 2021 and 2020. The Company’s income tax returns for the 2020, 2019 and
2018 tax years remain subject to examination by U.S. federal and state tax authorities.
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Distributions
Distributions to common stockholders are recorded on the declaration date. The amount to be paid out as distributions
is determined by the Board. Net realized capital gains, if any, may be distributed, although the Company may decide to
retain such net realized gains for investment.
The Company has adopted a dividend reinvestment plan that provides for reinvestment of cash distributions on behalf
of its stockholders, unless a stockholder elects to receive cash. As a result, if the Board declares a cash distribution, then
stockholders who have not “opted out” of the dividend reinvestment plan will have their cash distributions automatically
reinvested in additional shares of the Company’s common stock, rather than receiving the cash distribution. The Company
may issue new shares or purchase shares in the open market to fulfill its obligations under the plan.
Stockholders’ Equity
On March 26, 2019, the Company completed a follow-on public offering of 2,000,000 shares of its common stock at a
public offering price of $12.14 per share, for total net proceeds to the Company of $23.1 million, after deducting
underwriting commission and discounts and other offering expenses.
On August 2, 2019 we entered into an At-The-Market (“ATM”) sales agreement (the “2019 Equity Distribution
Agreement”), with Goldman Sachs & Co. LLC and B. Riley FBR, Inc., (each a “Sales Agent” and, collectively, the “Sales
Agents”). The 2019 Equity Distribution Agreement provided that we may offer and sell shares of common stock from time
to time through the Sales Agents representing up to $50.0 million worth of our common stock, in amounts and at times to
be determined by us.
On July 30, 2020, we terminated the 2019 Equity Distribution Agreement and entered into a new ATM sales
agreement (the “2020 Equity Distribution Agreement”) with the Sales Agents. The 2020 Equity Distribution Agreement
provided that we may offer and sell its shares from time to time through the Sales Agents up to $100.0 million worth of its
common stock, in amounts and at times to be determined by us.
On August 2, 2021, we terminated the 2020 Equity Distribution Agreement and entered into a new ATM sales
agreement (the “2021 Equity Distribution Agreement”) with the Sales Agents. The remaining shares available under the
2019 Equity Distribution Agreement and the 2020 Equity Distribution Agreement are no longer available for issuance. The
2021 Equity Distribution Agreement provides that we may offer and sell our shares from time to time through the Sales
Agents up to $100.0 million worth of our common stock, in amounts and at times to be determined by us. Sales of our
common stock, if any, may be made in negotiated transactions or transactions that are deemed to be “at-the-market,” as
defined in Rule 415 under the Securities Act, including sales made directly on the NASDAQ or similar securities exchange
or sales made to or through a market maker other than on an exchange, at prices related to the prevailing market prices or at
negotiated prices.
During the year ended December 31, 2021, the Company sold 1,907,234 shares of common stock under the 2020
Equity Distribution Agreement and the 2021 Equity Distribution Agreement. For the same period, the Company received
total accumulated net proceeds of approximately $30.1 million, including $0.8 million of offering expenses, from these
sales. During the year ended December 31, 2020, the Company sold 3,702,500 shares of common stock under the 2019
Equity Distribution Agreement and the 2020 Equity Distribution Agreement. For the same period, the Company received
total accumulated net proceeds of approximately $44.6 million, including $1.0 million of offering expenses, from these
sales. During the year ended December 31, 2019, the Company sold 2,012,844 shares of common stock under the 2019
Equity Distribution Agreement. For the same period, the Company received total accumulated net proceeds of
approximately $24.0 million, including $0.6 million of offering expenses, from these sales.
The Company generally uses net proceeds from these offerings to make investments, to pay down liabilities and for
general corporate purposes. As of December 31, 2021, shares representing approximately $82.8 million of its common
stock remain available for issuance and sale under the Equity Distribution Agreement.
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Stock Repurchase Program
On April 23, 2021, the Board extended a previously authorized stock repurchase program which allows the Company
to repurchase up to $5.0 million of its common stock at prices below the Company’s net asset value per share as reported in
its most recent consolidated financial statements. Under the repurchase program, the Company may, but is not obligated to,
repurchase shares of its outstanding common stock in the open market or in privately negotiated transactions from time to
time. Any repurchases by the Company will comply with the requirements of Rule 10b-18 under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), and any applicable requirements of the 1940 Act. Unless extended by the
Board, the repurchase program will terminate on the earlier of June 30, 2022 or the repurchase of $5.0 million of the
Company’s common stock. During the years ended December 31, 2021, 2020 and 2019, the Company did not make any
repurchases of its common stock. From the inception of the stock repurchase program through December 31, 2021, the
Company repurchased 167,465 shares of its common stock at an average price of $11.22 on the open market at a total cost
of $1.9 million.
Transfers of financial assets
Assets related to transactions that do not meet the requirements under ASC Topic 860, Transfers and Servicing for sale
treatment under GAAP are reflected in the Company’s consolidated statements of assets and liabilities as investments.
Those assets are owned by special purpose entities that are consolidated in the Company’s financial statements. The
creditors of the special purpose entities have received security interests in such assets and such assets are not intended to be
available to the creditors of the Company (or any other affiliate of the Company).
Transfers of financial assets are accounted for as sales when control over the assets has been surrendered. Control over
transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company — put
presumptively beyond the reach of the transferor and its creditors, even in bankruptcy or other receivership, (2) the
transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange
the transferred assets and (3) the transferor does not maintain effective control over the transferred assets through either
(a) an agreement that both entitles and obligates the transferor to repurchase or redeem the assets before maturity or (b) the
ability to unilaterally cause the holder to return specific assets, other than through a cleanup call.
Recently issued accounting pronouncement
In March 2020, the FASB issued Accounting Standards Update No. 2020-04, Reference Rate Reform (Topic 848):
Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). ASU 2020-04 provides
optional expedients and exceptions for applying GAAP to contract modifications and hedging relationships, subject to
meeting certain criteria, that reference LIBOR or another rate that is expected to be discontinued. The amendments in ASU
2020-04 are effective for all entities as of March 12, 2020 through December 31, 2022. The Company is currently
assessing the impact of ASU 2020-04 and the LIBOR transition on its consolidated financial statements.
Note 3. Related party transactions
Investment Management Agreement
At a special meeting of the stockholders on October 30, 2018, the stockholders approved a new Investment
Management Agreement which became effective on March 7, 2019. The new Investment Management Agreement replaced
the previously effective Amended and Restated Investment Management Agreement dated as of October 28, 2010 and
amended effective July 1, 2014. On October 22, 2021, the Board unanimously approved the renewal of the Investment
Management Agreement. Under the terms of the Investment Management Agreement, the Advisor determines the
composition of the Company’s investment portfolio, the nature and timing of the changes to the investment portfolio and
the manner of implementing such changes; identifies, evaluates and negotiates the structure of the investments the
Company makes (including performing due diligence on the Company’s prospective portfolio companies); and closes,
monitors and administers the investments the Company makes, including the exercise of any voting or consent rights.
The Advisor’s services under the Investment Management Agreement are not exclusive to the Company, and the
Advisor is free to furnish similar services to other entities so long as its services to the Company are not impaired. The
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Advisor is a registered investment adviser with the SEC. The Advisor receives fees for providing services to the Company
under the Investment Management Agreement, consisting of two components, a base management fee and an incentive fee.
Through October 30, 2018, the base management fee was calculated at an annual rate of 2.00% of the Company’s
gross assets (less cash and cash equivalents) including any assets acquired with the proceeds of leverage. From and after
October 31, 2018, the first date on which the reduced asset coverage requirements in Section 61(a)(2) of the 1940 Act
applied to the Company, the base management fee was and will be calculated at an annual rate of 2.00% of the Company’s
gross assets (less cash and cash equivalents) including any assets acquired with the proceeds of leverage; provided, that, to
the extent the Company’s gross assets (less cash and cash equivalents) exceed $250 million, the base management fee on
the amount of such excess over $250 million will be calculated at an annual rate of 1.60% of the Company’s gross assets
(less cash and cash equivalents) including any assets acquired with the proceeds of leverage. The base management fee is
payable monthly in arrears and is prorated for any partial month.
The base management fee payable at December 31, 2021 and 2020 was $0.7 million and $0.6 million, respectively.
The base management fee expense was $7.6 million, $6.5 million and $5.6 million for the years ended December 31, 2021,
2020 and 2019, respectively.
The incentive fee has two parts, as follows:
The first part, which is subject to the Incentive Fee Cap and Deferral Mechanism, as defined below, is
calculated and payable quarterly in arrears based on the Company’s pre-incentive fee net investment income for the
immediately preceding calendar quarter. For this purpose, “Pre-Incentive Fee Net Investment Income” means interest
income, dividend income and any other income (including any other fees (other than fees for providing managerial
assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees received from
portfolio companies) accrued during the calendar quarter, minus expenses for the quarter (including the base
management fee, expenses payable under the Administration Agreement (as defined below), and any interest expense
and any dividends paid on any issued and outstanding preferred stock, but excluding the incentive fee). Pre-Incentive
Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as original issue
discount, debt instruments with PIK interest and zero coupon securities), accrued income the Company has not yet
received in cash. The incentive fee with respect to the Pre-Incentive Fee Net Investment Income is 20.00% of the
amount, if any, by which the Pre-Incentive Fee Net Investment Income for the immediately preceding calendar
quarter exceeds a hurdle rate of 1.75% (which is 7.00% annualized) of the Company’s net assets at the end of the
immediately preceding calendar quarter, adjusted for any share issuances or repurchases during the relevant quarter,
subject to a “catch-up” provision measured as of the end of each calendar quarter. Under this provision, in any
calendar quarter, the Advisor receives no incentive fee until the Pre-Incentive Fee Net Investment Income equals the
hurdle rate of 1.75%, but then receives, as a “catch-up,” 100.00% of the 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% quarterly (which is 8.75% annualized). The effect of this “catch-up” provision is that, if Pre-
Incentive Fee Net Investment Income exceeds 2.1875% in any calendar quarter, the Advisor will receive 20.00% of
the Pre-Incentive Fee Net Investment Income as if the hurdle rate did not apply.
Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or
unrealized capital appreciation or depreciation. Because of the structure of the incentive fee, it is possible that the
Company may pay an incentive fee in a quarter in which the Company incurs a loss. For example, if the Company
receives Pre-Incentive Fee Net Investment Income in excess of the quarterly minimum hurdle rate, the Company will
pay the applicable incentive fee up to the Incentive Fee Cap, defined below, even if the Company has incurred a loss
in that quarter due to realized and unrealized capital losses. The Company’s net investment income used to calculate
this part of the incentive fee is also included in the amount of the Company’s gross assets used to calculate the 2.00%
base management fee. These calculations are appropriately prorated for any period of less than three months and
adjusted for any share issuances or repurchases during the current quarter.
The incentive fee on Pre-Incentive Fee Net Investment Income is subject to a fee cap and deferral mechanism
which is determined based upon a look-back period of up to three years and is expensed when incurred. For this
purpose, the look-back period for the incentive fee based on Pre-Incentive Fee Net Investment Income (the “Incentive
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Fee Look-back Period”) includes the relevant calendar quarter and the 11 preceding full calendar quarters. Each
quarterly incentive fee payable on Pre-Incentive Fee Net Investment Income is subject to a cap (the “Incentive Fee
Cap”) and a deferral mechanism through which the Advisor may recoup a portion of such deferred incentive fees
(collectively, the “Incentive Fee Cap and Deferral Mechanism”). The Incentive Fee Cap is equal to (a) 20.00% of
Cumulative Pre-Incentive Fee Net Return (as defined below) during the Incentive Fee Look-back Period less
(b) cumulative incentive fees of any kind paid to the Advisor during the Incentive Fee Look-back Period. To the
extent the Incentive Fee Cap is zero or a negative value in any calendar quarter, the Company will not pay an
incentive fee on Pre-Incentive Fee Net Investment Income to the Advisor in that quarter. To the extent that the
payment of incentive fees on Pre-Incentive Fee Net Investment Income is limited by the Incentive Fee Cap, the
payment of such fees will be deferred and paid in subsequent calendar quarters up to three years after their date of
deferment, subject to certain limitations, which are set forth in the Investment Management Agreement. The
Company only pays incentive fees on Pre-Incentive Fee Net Investment Income to the extent allowed by the
Incentive Fee Cap and Deferral Mechanism. “Cumulative Pre-Incentive Fee Net Return” during any Incentive Fee
Look-back Period means the sum of (a) Pre-Incentive Fee Net Investment Income and the base management fee for
each calendar quarter during the Incentive Fee Look-back Period and (b) the sum of cumulative realized capital gains
and losses, cumulative unrealized capital appreciation and cumulative unrealized capital depreciation during the
applicable Incentive Fee Look-back Period.
The second part of the incentive fee is determined and payable in arrears as of the end of each calendar year (or,
upon termination of the Investment Management Agreement, as of the termination date), and equals 20.00% of the
Company’s realized capital gains, if any, on a cumulative basis from the date of the election to be a BDC through the
end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation on a
cumulative basis through the end of such year, less all previous amounts paid in respect of the capital gain incentive
fee. However, in accordance with GAAP, the Company is required to include the aggregate unrealized capital
appreciation on investments in the calculation and accrue a capital gain incentive fee on a quarterly basis, as if such
unrealized capital appreciation were realized, even though such unrealized capital appreciation is not permitted to be
considered in calculating the fee actually payable under the Investment Management Agreement.
On March 5, 2019, the Advisor irrevocably waived the receipt of incentive fees related to the amounts previously
deferred that it may be entitled to receive under the Investment Management Agreement for the period commencing on
January 1, 2019 and ending on December 31, 2019. Such waived incentive fees will not be subject to recoupment. During
the year ended December 31, 2019, the Advisor waived performance based incentive fees of $1.8 million which the
Advisor would have otherwise been paid by the Company.
The net performance based incentive fee expense was $7.1 million, $5.2 million and $5.1 million for the years ended
December 31, 2021, 2020 and 2019, respectively. The incentive fee on Pre-Incentive Fee Net Investment Income was not
subject to the Incentive Fee Cap and Deferral Mechanism for the years ended December 31, 2021, 2020 and 2019. The
performance based incentive fee payable at December 31, 2021 and 2020 was $2.0 million and $1.0 million, respectively.
The entire incentive fee payable at December 31, 2021 and 2020 represented part one of the incentive fee.
Administration Agreement
The Company entered into an administration agreement (the “Administration Agreement”) with the Advisor to provide
administrative services to the Company. For providing these services, facilities and personnel, the Company reimburses the
Advisor for the Company’s allocable portion of overhead and other expenses incurred by the Advisor in performing its
obligations under the Administration Agreement, including rent, the fees and expenses associated with performing
compliance functions and the Company’s allocable portion of the costs of compensation and related expenses of the
Company’s Chief Financial Officer and Chief Compliance Officer and their respective staffs. The administrative fee
expense was $1.3 million, $1.0 million and $0.9 million for years ended December 31, 2021, 2020 and 2019, respectively.
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Note 4. Investments
The following table shows the Company’s investments as of December 31, 2021 and 2020:
Investments
Debt
Warrants
Other
Equity
Total investments
December 31, 2021
Cost
Fair Value
December 31, 2020
Cost
Fair Value
(In thousands)
$ 441,885
10,023
1,450
479
$ 453,837
$ 437,317
20,200
200
358
$ 458,075
$ 339,838
7,520
1,514
2,640
$ 351,512
$ 333,495
14,031
1,700
3,319
$ 352,545
The following table shows the Company’s investments by industry sector as of December 31, 2021 and 2020:
Life Science
Biotechnology
Medical Device
Technology
Communications
Consumer-Related
Data Storage
Internet and Media
Materials
Networking
Power Management
Semiconductors
Software
Sustainability
Energy Efficiency
Waste Recycling
Healthcare Information and Services
Diagnostics
Other
Software
Total investments
Horizon Secured Loan Fund I LLC
December 31, 2021
Cost
Fair Value
December 31, 2020
Cost
Fair Value
(In thousands)
$
109,899
88,681
$
107,902
84,567
$
46,669
109,330
$
46,898
110,567
22,853
92,158
476
569
—
17,390
1,585
101
60,902
25,920
93,194
1,047
3,305
—
17,964
2,609
—
60,807
—
—
46,595
47,011
270
60,349
23,429
7,657
6,857
9,902
1,585
181
60,238
100
—
351
60,847
23,824
9,833
1,737
9,902
1,326
—
60,755
—
—
12,393
175
60
453,837
12,377
1,177
195
458,075
$
$
9,850
14,989
106
351,512
$
$
9,850
15,985
670
352,545
On June 1, 2018, the Company and Arena formed a joint venture, HSLFI, to make investments, either directly or
indirectly through subsidiaries, primarily in secured loans to development-stage companies in the technology, life science,
healthcare information and services and sustainability industries. HSLFI was formed as a Delaware limited liability
company and was not consolidated by either the Company or Arena for financial reporting purposes. On April 21, 2020,
the Company purchased all of the limited liability company interests of Arena in HSLFI, including, without limitation,
undistributed amounts owed to Arena and interest accrued and unpaid on the debt investments of HSLFI through the date
of purchase, for $17.1 million. In addition, Arena received 50% of the warrants held by HSLFI or HFI at closing. As of
April 21, 2020, HSLFI is wholly-owned by the Company and the assets and liabilities of HSLFI and HFI will be
consolidated with the assets and liabilities of the Company. The transaction is accounted for as an asset acquisition under
GAAP.
During the period January 1, 2020 through April 21, 2020, there were no distributions from HSLFI.
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HFI entered into the NYL Facility with the NYL Noteholders for an aggregate purchase price of up to $100.0 million,
with an accordion feature of up to $200.0 million at the mutual discretion and agreement of HSLFI and the NYL
Noteholders. On June 1, 2018, HSLFI sold or contributed to HFI certain secured loans made to certain portfolio companies
pursuant to a sale and servicing agreement with HFI, as Issuer, and the Company, as Servicer (the “Sale and Servicing
Agreement”), as amended by that certain Amendment No. 1 to the Sale and Servicing Agreement, dated June 19, 2019 (the
“Amendment No. 1”). Any notes issued by HFI were collateralized by all investments held by HFI and permitted an
advance rate of up to 67% of the aggregate principal amount of eligible debt investments. The notes were issued pursuant
to that certain indenture by and between HFI and U.S. Bank National Association, dated as of June 1, 2018 (the
“Indenture”). Prior to June 5, 2020, the interest rate on the notes issued under the NYL Facility was based on the three year
USD mid-market swap rate plus a margin of between 2.75% and 3.25% depending on the rating of such notes at the time of
issuance.
The following tables show certain summarized financial information for HSLFI for the period January 1, 2020 through
April 21, 2020 and for the year ended December 31, 2019:
Selected Statements of Operations Information
Interest income on investments
Total investment income
Total expenses
Net investment income
Net realized gain on investments
Net unrealized depreciation on investments
Net (decrease) increase in net assets resulting from operations
114
For the period
January 1, 2020
through
April 21, 2020
(In thousands)
For the year
ended
December 31, 2019
(In thousands)
$
$
$
$
$
$
$
1,353
1,465
$
$
1,229
$
236
$
$
120
(392) $
(36) $
5,291
5,699
1,227
4,472
—
(28)
4,444
Table of Contents
Note 5. Transactions with affiliated companies
A non-controlled affiliated company is generally a portfolio company in which the Company owns 5% or more of such
portfolio company’s voting securities but not more than 25% of such portfolio company’s voting securities.
Transactions related to investments in non-controlled affiliated companies for the year ended December 31, 2021 were
as follows:
Portfolio
Company
Fair value at
December 31,
2020
Principal
Transfers
in/(out) at Discount
Net
Fair value at
unrealized Net realized December 31,
Purchases Payments fair value accretion gain/(loss)
gain/(loss)
2021
Interest
income
Year ended December 31, 2021
Decisyon, Inc. (1)
$
MVI (ABC) LLC
fka StereoVision,
Inc.
1,181
626
227
228
685
276
183
120
2,382
—
—
—
—
1,639
$
— $
—
—
—
—
—
—
—
(In thousands)
— $ (1,181) $
—
—
—
—
—
—
—
(638)
(227)
(228)
(685)
(276)
(183)
(120)
— $
12
—
—
—
—
—
—
— $
—
—
—
—
—
—
—
— $
—
—
—
—
—
—
—
— (2,783)
(250)
250
(70)
70
(330)
330
150
(150)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(848)
401
—
—
—
(791)
— $ 41
21
—
7
—
7
—
22
—
9
—
6
—
—
—
—
—
—
—
—
—
139
—
—
—
—
—
Total non-controlled
affiliates
$
7,547
$ 800
$ (3,583) $ (3,538) $
12
$ (848)$
(390)$
— $ 252
(1) As of December 31, 2021, the Company no longer owns 5% or more of the portfolio company.
Transactions related to investments in non-controlled affiliated companies for the year ended December 31, 2020 were
as follows:
Portfolio
Company
Fair value at
December 31,
2019
Decisyon, Inc.
$
StereoVision, Inc.
Total non-controlled
affiliates
Year ended December 31, 2020
Principal
Transfers
in/(out) at Discount
Net
Fair value at
unrealized Net realized December 31,
gain/(loss)
2020
Interest
income
Purchases Payments fair value accretion gain/(loss)
1,206
639
234
234
704
283
187
75
2,382
2,653
$
— $ (25) $
(45)
—
—
—
—
—
45
—
—
(14)
(7)
(6)
(19)
(7)
(4)
—
—
—
(In thousands)
— $
—
—
—
—
—
—
—
—
—
— $
— $
—
46
—
—
—
—
—
—
—
—
—
—
—
—
—
—
— (1,014)
— $
—
—
—
—
—
—
—
—
—
1,181
626
227
228
685
276
183
120
2,382
1,639
$ 165
87
27
27
83
35
23
—
242
—
$
8,597
$
— $ (82) $
— $
46
$ (1,014)$
— $
7,547
$ 689
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Table of Contents
A controlled affiliated company is generally a portfolio company in which the Company owns more than 25% of such
portfolio company’s voting securities or has the power to exercise control over management or policies of such portfolio
company (including through a management agreement). Transactions related to investments in controlled affiliated
companies for the year ended December 31, 2021 were as follows:
Year ended December 31, 2021
Portfolio
Company
HESP LLC
Total controlled
affiliates
Fair value at
December 31,
2020
Purchases Sales fair value declared gain/(loss) gain/(loss)
Transfers
in/(out) at Dividends unrealized Net realized December 31, Dividend
income
Fair value at
2021
Net
1,500
— (50)
—
— (1,450)
—
—
—
(In thousands)
$
1,500
$
— $ (50) $
— $
— $ (1,450) $
— $
— $
—
Transactions related to investments in controlled affiliated companies for the year ended December 31, 2020 were as
follows:
Portfolio
Company
Fair value at
December 31,
2019
Year ended December 31, 2020
Purchases Sales fair value declared gain/(loss) gain/(loss)
Dividends unrealized Net realized December 31, Dividend
income
2020
Net
Fair value at
Transfers
in/(out) at
(In thousands)
HSLFI(1)
$
16,650
$
— $
— $ (16,498) $ 118
$
(12) $
(258) $
— $ 118
HESP LLC
Total controlled
affiliates
—
—
—
1,500
—
—
—
1,500
—
$
16,650
$
— $
— $ (14,998) $ 118
$
(12) $
(258) $
1,500
$ 118
(1) The Company and Arena were the members of HSLFI, a joint venture formed as a Delaware limited liability company that was not consolidated by
either member for financial reporting purposes. The members provided cash or securities in portfolio companies to HSLFI in exchange for limited
liability company equity interests. All HSLFI investment decisions required unanimous approval of a quorum of HSLFI’s board of managers, which
consisted of two representatives of the Company and Arena. Because management of HSLFI was shared equally between the Company and Arena,
the Company did not have sole control over significant actions of HSLFI for purposes of the 1940 Act or otherwise. On April 21, 2020, the
Company purchased all of the limited liability company interests of Arena in HSLFI. As of December 31, 2020, HLSFI is consolidated by the
Company.
Note 6. Fair value
The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to
determine fair value disclosures. Fair value is the price that would be received to sell an asset or paid to transfer a liability
in an orderly transaction between market participants at the measurement date. Fair value is best determined based upon
quoted market prices. However, in certain instances, there are no quoted market prices for certain assets or liabilities. In
cases where quoted market prices are not available, fair values are based on estimates using present value or other
valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and
estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the
asset or liability.
Fair value measurements focus on exit prices in an orderly transaction (that is, not a forced liquidation or distressed
sale) between market participants at the measurement date under current market conditions. If there has been a significant
decrease in the volume and level of activity for the asset or liability, a change in valuation technique or the use of multiple
valuation techniques may be appropriate. In such instances, determining the price at which willing market participants
would transact at the measurement date under current market conditions depends on the facts and circumstances and
requires the use of significant judgment.
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Table of Contents
The Company’s fair value measurements are classified into a fair value hierarchy in accordance with ASC Topic 820,
Fair Value Measurement, based on the markets in which the assets and liabilities are traded and the reliability of the
assumptions used to determine fair value. The three categories within the hierarchy are as follows:
Level 1 Quoted prices in active markets for identical assets and liabilities.
Level 2 Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities in active
markets, quoted prices in markets that are not active, and model-based valuation techniques for which all
significant inputs are observable or can be corroborated by observable market data for substantially the full
term of the assets or liabilities.
Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value
of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is
determined using pricing models, discounted cash flow methodologies or similar techniques, as well as
instruments for which the determination of fair value requires significant management judgment or
estimation.
Investments are valued at fair value as determined in good faith by the Board, based on input of management, the audit
committee and independent valuation firms which are engaged at the direction of the Board to assist in the valuation of
each portfolio investment lacking a readily available market quotation at least once during a trailing twelve-month period
under a valuation policy and a consistently applied valuation process. This valuation process is conducted at the end of
each fiscal quarter, with at least 25% (based on fair value) of the Company’s valuation of portfolio companies lacking
readily available market quotations subject to review by an independent valuation firm.
Because there is not a readily available market value for most of the investments in its portfolio, the Company values
substantially all of its portfolio investments at fair value as determined in good faith by the Board, as described herein. Due
to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value,
the fair value of the Company’s investments may fluctuate from period to period. Additionally, the fair value of the
Company’s investments may differ significantly from the values that would have been used had a ready market existed for
such investments and may differ materially from the values that the Company may ultimately realize. Further, such
investments are generally subject to legal and other restrictions on resale or otherwise are less liquid than publicly traded
securities. If the Company was required to liquidate a portfolio investment in a forced or liquidation sale, the Company
could realize significantly less than the value at which the Company has recorded such portfolio investment.
Cash and interest receivable: The carrying amount is a reasonable estimate of fair value. These financial instruments
are not recorded at fair value on a recurring basis and are categorized as Level 1 within the fair value hierarchy described
above.
Money market funds: The carrying amounts are valued at their net asset value as of the close of business on the day of
valuation. These financial instruments are recorded at fair value on a recurring basis and are categorized as Level 2 within
the fair value hierarchy described above as these funds can be redeemed daily.
Debt investments: The fair value of debt investments is estimated by discounting the expected future cash flows using
the year end rates at which similar debt investments would be made to borrowers with similar credit ratings and for the
same remaining maturities. At December 31, 2021 and 2020, the hypothetical market yields used ranged from 3% to 23%
and 10% to 23%, respectively. Significant increases (decreases) in this unobservable input would result in a significantly
lower (higher) fair value measurement. These assets are recorded at fair value on a recurring basis and are categorized as
Level 3 within the fair value hierarchy described above.
Under certain circumstances, the Company may use an alternative technique to value debt investments that better
reflects its fair value such as the use of multiple probability weighted cash flow models when the expected future cash
flows contain elements of variability.
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Table of Contents
Warrant investments: The Company values its warrants using the Black-Scholes valuation model incorporating the
following material assumptions:
● Underlying asset value of the issuer is estimated based on information available, including any information
regarding the most recent rounds of borrower funding. Significant increases (decreases) in this unobservable input
would result in a significantly higher (lower) fair value measurement.
● Volatility, or the amount of uncertainty or risk about the size of the changes in the warrant price, is based on
indices of publicly traded companies similar in nature to the underlying company issuing the warrant. A total of
seven such indices are used. Significant increases (decreases) in this unobservable input would result in a
significantly higher (lower) fair value measurement.
● The risk-free interest rates are derived from the U.S. Treasury yield curve. The risk-free interest rates are
calculated based on a weighted average of the risk-free interest rates that correspond closest to the expected
remaining life of the warrant.
● Other adjustments, including a marketability discount on private company warrants, are estimated based on
management’s judgment about the general industry environment.
● Historical portfolio experience on cancellations and exercises of the Company’s warrants are utilized as the basis
for determining the estimated time to exit of the warrants in each financial reporting period. Warrants may be
exercised in the event of acquisitions, mergers or initial public offerings, and cancelled due to events such as
bankruptcies, restructuring activities or additional financings. These events cause the expected remaining life
assumption to be shorter than the contractual term of the warrants. Significant increases (decreases) in this
unobservable input would result in significantly higher (lower) fair value measurement.
Under certain circumstances the Company may use an alternative technique to value warrants that better reflects the
warrants’ fair value, such as an expected settlement of a warrant in the near term or a model that incorporates a put feature
associated with the warrant. The fair value may be determined based on the expected proceeds to be received from such
settlement or based on the net present value of the expected proceeds from the put option.
The fair value of the Company’s warrants held in publicly traded companies is determined based on inputs that are
readily available in public markets or can be derived from information available in public markets. Therefore, the
Company has categorized these warrants as Level 2 within the fair value hierarchy described above. The fair value of the
Company’s warrants held in private companies is determined using both observable and unobservable inputs and represents
management’s best estimate of what market participants would use in pricing the warrants at the measurement date.
Therefore, the Company has categorized these warrants as Level 3 within the fair value hierarchy described above. These
assets are recorded at fair value on a recurring basis.
Equity investments: The fair value of an equity investment in a privately held company is initially the face value of the
amount invested. The Company adjusts the fair value of equity investments in private companies upon the completion of a
new third-party round of equity financing. The Company may make adjustments to fair value, absent a new equity
financing event, based upon positive or negative changes in a portfolio company’s financial or operational performance.
Significant increases (decreases) in this unobservable input would result in a significantly higher (lower) fair value
measurement. The Company has categorized these equity investments as Level 3 within the fair value hierarchy described
above. The fair value of an equity investment in a publicly traded company is based upon the closing public share price on
the date of measurement. Therefore, the Company has categorized these equity investments as Level 1 within the fair value
hierarchy described above. These assets are recorded at fair value on a recurring basis.
Other investments: Other investments are valued based on the facts and circumstances of the underlying contractual
agreement. The Company currently values these contractual agreements using a multiple probability weighted cash flow
model as the contractual future cash flows contain elements of variability. Significant changes in the estimated cash flows
and probability weightings would result in a significantly higher or lower fair value measurement. The Company has
categorized these other investments as Level 3 within the fair value hierarchy described above. These other investments are
recorded at fair value on a recurring basis.
The following tables provide a summary of quantitative information about the Company’s Level 3 fair value
measurements of its investments as of December 31, 2021 and 2020. In addition to the techniques and inputs noted in the
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table below, according to the Company’s valuation policy, the Company may also use other valuation techniques and
methodologies when determining its fair value measurements.
The following table is not intended to be all-inclusive, but rather provides information on the significant Level 3 inputs
as they relate to the Company’s fair value measurements as of December 31, 2021:
Investment Type
Debt investments
Fair
Value
December 31, 2021
Valuation Techniques/
Methodologies
(Dollars in thousands, except per share data)
Unobservable
Input
Weighted
Range
Average(1)
$ 430,417 Discounted Expected Future Cash Flows
Hypothetical Market Yield
3% – 23%
12 %
6,900 Multiple Probability Weighted Cash Flow Model
Probability Weighting
20% – 50%
33%
Warrant investments
19,837 Black-Scholes Valuation Model
Price Per Share
Average Industry Volatility
Marketability Discount
Estimated Time to Exit
$0.00 – $980.00
25%
20%
1 to 4 years
Other investments
200 Multiple Probability Weighted Cash Flow Model Discount Rate
Probability Weighting
25%
0% – 100%
$
20.35
25 %
20 %
2 years
25 %
100 %
Equity investments
203 Last Equity Financing
Price Per Share
$0.00 – $1.00
$
0.41
Total Level 3 investments
$ 457,557
(1) Weighted average is calculated by multiplying (a) the unobservable input for each investment in the investment type
by (b) (1) the fair value of the related investment in the investment type divided by (2) the total fair value of the
investment type.
The following table is not intended to be all-inclusive, but rather provides information on the significant Level 3 inputs
as they relate to the Company’s fair value measurements as of December 31, 2020:
Investment Type
Debt investments
Fair
Value
December 31, 2020
Valuation Techniques/
Methodologies
(Dollars in thousands, except per share data)
Unobservable
Input
Range
Weighted
Average(1)
$ 324,670 Discounted Expected Future Cash Flows
Hypothetical Market Yield
8,825
Liquidation Scenario
Probability Weighting
10% – 23%
100%
12 %
100 %
Warrant investments
11,556 Black-Scholes Valuation Model
Price Per Share
Average Industry Volatility
Marketability Discount
Estimated Time to Exit
$0.00 – $980.00
28%
20%
1 to 4 years
$
21.68
28 %
20 %
3 years
1,180
Estimated Proceeds
Price Per Share
Other investments
200 Multiple Probability Weighted Cash Flow Model Discount Rate
1,500
Liquidation Scenario
Probability Weighting
Probability Weighting
$3.41
25%
100%
50%
$
3.41
25 %
100 %
50 %
Equity investments
Total Level 3 investments
2,117 Last Equity Financing
Price Per Share
$0.00 – $13.04
$
2.49
$ 350,048
(1) Weighted average is calculated by multiplying (a) the unobservable input for each investment in the investment type
by (b) (1) the fair value of the related investment in the investment type divided by (2) the total fair value of the
investment type.
Borrowings: The Key Facility and the NYL Facility approximate fair value due to the variable interest rate of the
facilities and are categorized as Level 2 within the fair value hierarchy described above. Additionally, the Company
considers its creditworthiness in determining the fair value of such borrowings. The fair value of the fixed-rate 2026
Notes (as defined in Note 7) is based on the closing public share price on the date of measurement. On December 31, 2021,
the closing price of the 2026 Notes on the New York Stock Exchange was $25.95 per note, or $59.7 million. Therefore, the
Company has categorized this borrowing as Level 1 within the fair value hierarchy described above. Based on market
quotations on December 31, 2021, the Asset-Backed Notes (as defined in Note 7) were trading at par value, or $70.5
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million, and are categorized as Level 3 within the fair value hierarchy described above. These borrowings are not recorded
at fair value on a recurring basis.
Off-balance-sheet instruments: Fair values for off-balance-sheet lending commitments are based on fees currently
charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties’
credit standings. Therefore, the Company has categorized these instruments as Level 3 within the fair value hierarchy
described above.
The following tables detail the assets that are carried at fair value and measured at fair value on a recurring basis as of
December 31, 2021 and 2020 and indicate the fair value hierarchy of the valuation techniques utilized by the Company to
determine the fair value:
December 31, 2021
Level 1 Level 2 Level 3
Total
Investments in money market funds
Restricted investments in money market funds
Debt investments
Warrant investments
Other investments
Equity investments
Total investments
Investments in money market funds
Restricted investments in money market funds
Debt investments
Warrant investments
Other investments
Equity investments
Total investments
$
$
$
$
$
$
$
(In thousands)
$
$
— $
— $
— $ 7,868
— $ 1,359
— $
—
—
155
155
$
— $ 437,317
19,837
363
200
—
—
203
$ 457,557
363
7,868
1,359
$ 437,317
20,200
200
358
$ 458,075
December 31, 2020
Level 1 Level 2 Level 3
Total
— $ 27,199
— $ 1,057
— $
—
—
1,295
(In thousands)
$
$
— $ 27,199
1,057
— $
$ 333,495
14,031
1,700
3,319
$ 352,545
— $ 333,495
12,736
1,700
2,117
$ 350,048
—
—
1,202
$ 1,202
$ 1,295
The following table shows a reconciliation of the beginning and ending balances for Level 3 assets measured at fair
value on a recurring basis for the year ended December 31, 2021:
Level 3 assets, beginning of period
Purchase of investments
Warrants and equity received and classified as Level 3
Principal payments received on investments
Proceeds from sale of investments
Net realized (loss) gain on investments
Unrealized appreciation (depreciation) included in
earnings
Transfer out of Level 3
Other
Level 3 assets, end of period
Year ended December 31, 2021
Warrant
Equity
Other
Debt
Investments
Investments
$ 333,495
$ 12,736
344,445
—
(188,010)
(47,436)
(5,033)
1,836
—
(1,980)
—
2,681
—
(3,241)
2,514
5,218
(71)
—
$ 437,317
$ 19,837
$
Investments
(In thousands)
$ 2,117
—
—
—
—
—
Investments
Total
$ 1,700
—
—
—
(13)
—
$ 350,048
344,445
2,681
(188,010)
(50,690)
(2,519)
(1,682)
(232)
—
203
(1,487)
—
—
200
3,885
(303)
(1,980)
$ 457,557
$
During the year ended December 31, 2021, there were three transfers out of Level 3. One transfer out of Level 3
related to warrants held in one portfolio company with an aggregate fair value of $0.1 million that was transferred to Level
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2 upon the portfolio company becoming a public company. One transfer out of Level 3 related to equity held in one
portfolio company with an aggregate fair value of $0.1 million that was transferred to Level 1 upon the portfolio company
becoming a public company. One transfer out of Level 3 related to equity held in one portfolio company with an aggregate
fair value of $0.2 million that was transferred to Level 1 upon the portfolio company being acquired by a public company.
The change in unrealized appreciation included in the consolidated statement of operations attributable to Level 3
investments still held at December 31, 2021 includes $5.6 million in unrealized depreciation on debt and other investments
and $6.3 million in unrealized appreciation on warrant investments.
The following table shows a reconciliation of the beginning and ending balances for Level 3 assets measured at fair
value on a recurring basis for the year ended December 31, 2020:
Level 3 assets, beginning of period
Purchase of investments
Warrants and equity received and classified as Level 3
Principal payments received on investments
Proceeds from sale of investments
Net realized (loss) gain on investments
Unrealized (depreciation) appreciation included in
earnings
Transfer of investment
Other
Level 3 assets, end of period
Debt
Investments
Year ended December 31, 2020
Warrant
Equity
Other
Investments
Investments
Total
$ 288,355
$ 10,159
215,059
—
(146,216)
(36)
(19,634)
(2,347)
(1,500)
(186)
—
2,809
—
(7,995)
4,656
3,049
(14)
72
Investments
(In thousands)
$ 3,125
—
45
—
—
(225)
(842)
14
—
$
500
—
—
(42)
—
—
(258)
1,500
—
$ 333,495
$ 12,736
$ 2,117
$ 1,700
$ 302,139
215,059
2,854
(146,258)
(8,031)
(15,203)
(398)
—
(114)
$ 350,048
During the year ended December 31, 2020, there were no transfers in or out of Level 3.
The change in unrealized appreciation included in the consolidated statement of operations attributable to Level 3
investments still held at December 31, 2020 includes $6.5 million in unrealized depreciation on debt and other investments,
$5.0 million in unrealized appreciation on warrant investments and $1.0 million in unrealized depreciation on equity
investments.
The Company discloses fair value information about financial instruments, whether or not recognized in the
consolidated statement of assets and liabilities, for which it is practicable to estimate that value. Certain financial
instruments are excluded from the disclosure requirements. Accordingly, the aggregate fair value amounts presented do not
represent the underlying value of the Company.
The fair value amounts have been measured as of the reporting date and have not been reevaluated or updated for
purposes of these financial statements subsequent to that date. As such, the fair values of these financial instruments
subsequent to the reporting date may be different than amounts reported.
As of December 31, 2021 and 2020, all of the balances of all the Company’s financial instruments were recorded at
fair value, except for the Company’s borrowings, as previously described.
Market risk
The Company assumes interest rate risk (the risk that general interest rate levels will change) as a result of its normal
operations. As a result, the fair values of the Company’s financial instruments will change when interest rate levels change,
and that change may be either favorable or unfavorable to the Company. Management attempts to match maturities of
assets and liabilities to the extent believed necessary to minimize interest rate risk. Management monitors rates and
maturities of assets and liabilities and attempts to minimize interest rate risk by adjusting terms of new debt investments
and by investing in securities with terms that mitigate the Company’s overall interest rate risk.
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Note 7. Borrowings
The following table shows the Company’s borrowings as of December 31, 2021 and 2020:
Key Facility
NYL Facility
Asset-Backed Notes
2022 Notes
2026 Notes
Total before debt issuance costs
Unamortized debt issuance costs
attributable to term borrowings
Total borrowings outstanding, net
Total
December 31, 2021
Balance
Unused
Total
December 31, 2020
Balance
Unused
Commitment Outstanding Commitment Commitment Outstanding Commitment
(In thousands)
$ 125,000
100,000
70,500
—
57,500
353,000
$ 53,500
78,750
70,500
—
57,500
260,250
$ 71,500
21,250
—
—
—
$ 125,000
100,000
100,000
37,375
$ 28,000
22,250
100,000
37,375
—
—
92,750
362,375
187,625
—
(2,637)
—
—
(1,806)
$ 353,000
$ 257,613
$ 92,750
$ 362,375
$ 185,819
$ 97,000
77,750
—
—
—
174,750
—
$ 174,750
As of December 31, 2021, with certain limited exceptions, as a BDC, the Company is only allowed to borrow amounts
such that the Company’s asset coverage, as defined in the 1940 Act, is at least 150% after such borrowings. As of
December 31, 2021, the asset coverage for borrowed amounts was 194%.
The Company entered into the Key Facility with Key effective November 4, 2013. On June 22, 2021, the Company
amended the Key Facility, among other things, to amend the interest rate applied to the outstanding principal balance and to
extend the revolving period to June 22, 2024. The Key Facility has an accordion feature which allows for an increase in the
total loan commitment to $150 million from the $125 million commitment. The Key Facility is collateralized by all debt
investments and warrants held by Credit II and permits an advance rate of up to 60% of eligible debt investments held by
Credit II. The Key Facility contains covenants that, among other things, require the Company to maintain a minimum net
worth and to restrict the debt investments securing the Key Facility to certain criteria for qualified debt investments and
includes portfolio company concentration limits as defined in the related loan agreement. The Key Facility is scheduled to
mature on June 22, 2026. Through June 21, 2021, the interest rate on the Key Facility was based upon the one-month
LIBOR plus a spread of 3.25%, with a LIBOR floor of 1.00%. The LIBOR rate was 0.14% as of December 31, 2020. From
and after June 30, 2021, the interest rate on the Key Facility is based on the rate of interest published in The Wall Street
Journal as the prime rate in the United States plus 0.25%, with a prime rate floor of 4.25%. The prime rate was 3.25% on
December 31, 2021. The average interest rate for the years ended December 31, 2021 and 2020 was 4.25% and 4.38%,
respectively. The Key Facility requires the payment of an unused line fee in an amount up to 0.50% on an annualized basis
of any unborrowed amount available under the facility. As of December 31, 2021 and 2020, the Company had borrowing
capacity under the Key Facility of $71.5 million and $97.0 million, respectively. At December 31, 2021 and 2020, $19.8
million and $24.8 million, respectively, was available for borrowing, subject to existing terms and advance rates.
On September 29, 2017, the Company issued and sold an aggregate principal amount of $32.5 million of 6.25% notes
due in 2022 and on October 11, 2017, pursuant to the underwriters’ 30 day option to purchase additional notes, the
Company sold an additional $4.9 million of such notes (collectively, the “2022 Notes”). The 2022 Notes had a stated
maturity of September 15, 2022 and were redeemable in whole or in part at the Company’s option at any time or from time
to time on or after September 15, 2019 at a redemption price of $25 per security plus accrued and unpaid interest. The 2022
Notes bore interest at a rate of 6.25% per year, payable quarterly on March 15, June 15, September 15 and December 15 of
each year. The 2022 Notes were the Company’s direct unsecured obligations and (i) ranked equally in right of payment
with the Company’s current and future unsecured indebtedness; (ii) were senior in right of payment to any of the
Company’s future indebtedness that expressly provides it is subordinated to the 2022 Notes; (iii) were effectively
subordinated to all of the Company’s existing and future secured indebtedness (including indebtedness that is initially
unsecured to which the Company subsequently grants security), to the extent of the value of the assets securing such
indebtedness, and (iv) were structurally subordinated to all existing and future indebtedness and other obligations of any of
the Company’s subsidiaries. On April 24, 2021 (the “Redemption Date”), the Company redeemed all of the issued and
outstanding 2022 Notes in an aggregate principal amount of $37.4 million and paid accrued interest of $0.3 million.
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The Company accelerated $0.4 million of unamortized debt issuance costs related to the 2022 Notes. The 2022 Notes were
delisted effective on the Redemption Date.
On March 30, 2021, the Company issued and sold an aggregate principal amount of $57.5 million of 4.875% notes due
in 2026 (the “2026 Notes”). The amount of 2026 Notes issued and sold included the full exercise by the underwriters of
their option to purchase $7.5 million aggregate principal of additional notes. The 2026 Notes have a stated maturity of
March 30, 2026 and may be redeemed in whole or in part at the Company’s option at any time or from time to time on or
after March 30, 2023 at a redemption price of $25 per security plus accrued and unpaid interest. The 2026 Notes bear
interest at a rate of 4.875% per year, payable quarterly on March 30, June 30, September 30 and December 30 of each year.
The 2026 Notes are the Company’s direct unsecured obligations and (i) rank equally in right of payment with the
Company’s current and future unsecured indebtedness; (ii) are senior in right of payment to any of the Company’s future
indebtedness that expressly provides it is subordinated to the 2026 Notes; (iii) are effectively subordinated to all of the
Company’s existing and future secured indebtedness (including indebtedness that is initially unsecured to which the
Company subsequently grants security), to the extent of the value of the assets securing such indebtedness, and (iv) are
structurally subordinated to all existing and future indebtedness and other obligations of any of the Company’s subsidiaries.
As of December 31, 2021, the Company was in material compliance with the terms of the 2026 Notes. The 2026 Notes are
listed on the New York Stock Exchange under the symbol “HTFB”.
On August 13, 2019, the Company completed a term debt securitization in connection with which an affiliate of the
Company made an offering of the Asset-Backed Notes. The Asset-Backed Notes were rated A+(sf) by Morningstar Credit
Ratings, LLC. There has been no change in the rating since August 13, 2019.
The Asset-Backed Notes were issued by the 2019-1 Trust pursuant to a note purchase agreement, dated as of
August 13, 2019, by and among the Company and Keybanc Capital Markets Inc. as Initial Purchaser, and are backed by a
pool of loans made to certain portfolio companies of the Company and secured by certain assets of those portfolio
companies and are to be serviced by the Company. Interest on the Asset-Backed Notes will be paid, to the extent of funds
available, at a fixed rate of 4.21% per annum. The reinvestment period of the Asset-Backed Notes ends July 15, 2021 and
the maturity is September 15, 2027.
As of December 31, 2021 and 2020, the Asset-Backed Notes had an outstanding principal balance of $70.5 million and
$100.0 million, respectively.
Under the terms of the Asset-Backed Notes, the Company is required to maintain a reserve cash balance, funded
through proceeds from the sale of the Asset-Backed Notes, which may be used to pay monthly interest and principal
payments on the Asset-Backed Notes. The Company has segregated these funds and classified them as restricted
investments in money market funds. At December 31, 2021 and 2020, there was approximately $0.9 million and $1.0
million of restricted investments, respectively.
On April 21, 2020, the Company purchased all of the limited liability company interests of Arena in HSLFI, which is a
party to the NYL Facility. HFI entered into the NYL Facility with the NYL Noteholders for an aggregate purchase price of
up to $100.0 million, with an accordion feature of up to $200.0 million at the mutual discretion and agreement of HSLFI
and the NYL Noteholders. On June 1, 2018, HSLFI sold or contributed to HFI certain secured loans made to certain
portfolio companies pursuant to the Sale and Servicing Agreement. Any notes issued by HFI are collateralized by all
investments held by HFI and permit an advance rate of up to 67% of the aggregate principal amount of eligible debt
investments. The notes were issued pursuant to the Indenture.
On June 5, 2020, the Company amended the NYL Facility to extend the investment period to June 5, 2022 which will
be followed by a five year amortization period. In addition, the stated final payment date was extended to June 15, 2027,
subject to any extension of the investment period. The interest rate on the notes issued under the NYL Facility is based on
the three year USD mid-market swap rate plus a margin of between 3.55% and 5.15% with an interest rate floor, depending
on the rating of such notes at the time of issuance. There were $78.8 million in advances made by the NYL Noteholders as
of December 31, 2021 at an interest rate of 4.62%. As of December 31, 2021, the Company had borrowing capacity under
the NYL Facility of $21.2 million. At December 31, 2021, $5.7 million was available for borrowing, subject to existing
terms and advance rates.
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The following table shows information about our senior securities as of December 31, 2021, 2020, 2019, 2018 and
2017:
Class and Year
Credit facilities
2021
2020
2019
2018
2017
2026 Notes
2021
2022 Notes
2021
2020
2019
2018
2017
2019-1 Securitization
2021
2020
2019
Total senior securities
2021
2020
2019
2018
2017
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)
$ 132,250
50,250
$
17,000
$
90,500
$
58,000
$
$ 3,823
$ 7,965
$ 19,908
$ 2,896
$ 3,973
—
—
—
—
—
N/A
N/A
N/A
N/A
N/A
57,500
$ 8,793
— $ 25.90
$
$
$
$
$
$
— $
37,375
37,375
37,375
37,375
—
$ 10,708
$ 9,055
$ 7,014
$ 6,166
70,500
$
$ 100,000
$ 100,000
$ 7,171
$ 4,002
$ 3,384
$ 260,250
$ 187,625
$ 154,375
$ 127,875
95,375
$
$ 1,943
$ 2,133
$ 2,192
$ 2,050
$ 2,416
—
N/A
— $ 24.60
— $ 25.53
— $ 25.52
$ 25.66
—
—
—
—
—
—
—
—
N/A
N/A
N/A
N/A
N/A
N/A
N/A
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 and 2019-1 Securitization because such securities are not registered
for public trading.
Note 8. Federal income tax
The Company has elected to be treated as a RIC under Subchapter M of the Code and to distribute substantially all of
its taxable income. Accordingly, no provision for federal, state or local income tax has been recorded in the financial
statements. Taxable income differs from net increase in net assets resulting from operations primarily due to unrealized
appreciation on investments as investment gains and losses are not included in taxable income until they are realized.
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The following table reconciles net increase in net assets resulting from operations to taxable income:
Net increase in net assets resulting from operations
Net unrealized appreciation on investments
Other book-tax differences
Change in capital loss carry forward
Taxable income before deductions for distributions
The tax characters of distributions paid are as follows:
Ordinary income
Total
2021
Years Ended December 31,
2020
(In thousands)
$
2019
$ 27,782
(3,205)
1,462
3,643
$ 29,682
6,364
(313)
782
14,698
$ 21,531
$ 19,498
(3,201)
988
4,173
$ 21,458
2021
$ 25,099
$ 25,099
Years Ended December 31,
2020
(In thousands)
$ 21,592
$ 21,592
$ 16,159
$ 16,159
2019
The components of undistributed ordinary income earnings on a tax basis were as follows:
2021
Undistributed ordinary income
Long term capital loss carry forward
Unrealized appreciation
Unrealized depreciation
Other temporary differences
Total
As of December 31,
2020
(In thousands)
$
2019
$
$ 10,825
(63,571)
12,973
(8,738)
7,465
6,536
(45,230)
8,352
(7,596)
4,700
$ (41,046) $ (46,670) $ (33,238)
6,242
(59,928)
9,578
(8,545)
5,983
Depending on the level of taxable income earned in a tax year, the Company may choose to carry forward taxable
income in excess of current year distributions into the next tax year and incur a 4% excise tax on such income, as required.
For the years ended December 31, 2021 and 2020, the Company elected to carry forward taxable income in excess of
current year distributions of $10.8 million and $6.2 million, respectively. At December 31, 2021 and 2020, a provision for
excise tax of $0.4 million and $0.2 million, respectively was recorded.
Capital losses in excess of capital gains earned in a tax year may generally be carried forward, without expiration, and
used to offset capital gains, subject to certain limitations. During the years ended December 31, 2021, 2020 and 2019, the
Company did not use any of its capital loss carry forward to offset capital gains.
For federal income tax purposes, the tax cost of investments at December 31, 2021 and 2020 was $453.8 million and
$351.5 million, respectively. The gross unrealized appreciation on investments at December 31, 2021 and 2020 was $12.9
million and $9.6 million, respectively. The gross unrealized depreciation on investments at December 31, 2021 and 2020
was $8.7 million and $8.5 million, respectively.
Note 9. Financial instruments with off-balance-sheet risk
In the normal course of business, the Company is party to financial instruments with off-balance-sheet risk to meet the
financing needs of its borrowers. These financial instruments include commitments to extend credit and involve, to varying
degrees, elements of credit risk in excess of the amount recognized in the consolidated statement of assets and liabilities.
The Company attempts to limit its credit risk by conducting extensive due diligence and obtaining collateral where
appropriate.
The balance of unfunded commitments to extend credit was $114.5 million and $91.5 million as of December 31, 2021
and 2020, respectively. Commitments to extend credit consist principally of the unused portions of commitments that
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obligate the Company to extend credit, such as revolving credit arrangements or similar transactions. These commitments
are often subject to financial or non-financial milestones and other conditions to borrow that must be achieved before the
commitment can be drawn. In addition, the commitments generally have fixed expiration dates or other termination
clauses. Since commitments may expire without being drawn upon, the total commitment amounts do not necessarily
represent future cash requirements. This includes the undrawn revolver commitments discussed in Note 4.
The following table provides the Company’s unfunded commitments by portfolio company as of December 31, 2021:
Alula Holdings Inc.
Better Place Forests Co.
CAMP NYC, Inc.
Canary Medical Inc.
Ceribell, Inc.
DropOff, Inc.
E La Carte, Inc.
Emalex Biosciences, Inc.
Embody, Inc.
Greenlight Biosciences, Inc.
IDbyDNA, Inc.
IMV Inc.
Interior Define, Inc.
Liqid, Inc.
Liquiglide, Inc.
Lytics, Inc.
NextCar Holding Company, Inc.
Sonex Health, Inc.
Spineology Inc.
Stealth BioTherapeutics Inc.
Unagi, Inc.
Total
December 31, 2021
Principal
Balance
(In thousands)
Fair Value of
Unfunded
Commitment
Liability
$
$
1,000
7,500
1,500
5,000
5,000
10,000
2,500
5,000
2,000
10,000
2,500
10,000
10,000
2,500
2,000
1,250
18,000
5,000
2,500
10,000
1,250
114,500
$
$
14
9
19
68
32
213
21
52
20
125
34
125
233
155
33
—
54
81
25
251
18
1,582
The table above also provides the fair value of the Company’s unfunded commitment liability as of
December 31, 2021 which totaled $1.6 million. The fair value at inception of the delay draw credit agreements is equal to
the fees and/or warrants received to enter into these agreements, taking into account the remaining terms of the agreements
and the counterparties’ credit profile. The unfunded commitment liability reflects the fair value of these future funding
commitments and is included in the Company’s consolidated statement of assets and liabilities.
Note 10. Concentrations of credit risk
The Company’s debt investments consist primarily of loans to development-stage companies at various stages of
development in the technology, life science, healthcare information and services and sustainability industries. Many of
these companies may have relatively limited operating histories and also may experience variation in operating results.
Many of these companies conduct business in regulated industries and could be affected by changes in government
regulations. Most of the Company’s borrowers will need additional capital to satisfy their continuing working capital needs
and other requirements, and in many instances, to service the interest and principal payments on the loans.
The Company’s largest debt investments may vary from year to year as new debt investments are recorded and
existing debt investments are repaid. The Company’s five largest debt investments, at cost, represented 26% and 28% of
total debt investments outstanding as of December 31, 2021 and 2020, respectively. No single debt investment represented
more than 10% of the total debt investments as of December 31, 2021 or 2020. Investment income, consisting of interest
126
Table of Contents
and fees, can fluctuate significantly upon repayment of large debt investments. Interest income from the five largest debt
investments accounted for 17%, 23% and 17% of total interest and fee income on investments for the years ended
December 31, 2021, 2020 and 2019, respectively.
Note 11. Distributions
The Company’s distributions are recorded on the declaration date. The following table summarizes the Company’s
distribution activity for the years ended December 31, 2021 and 2010:
Date
Declared
Year Ended December 31, 2021
10/22/21
10/22/21
10/22/21
10/22/21
7/23/21
7/23/21
7/23/21
4/23/21
4/23/21
4/23/21
2/26/21
2/26/21
2/26/21
Year Ended December 31, 2020
10/26/20
10/26/20
10/26/20
7/24/20
7/24/20
7/24/20
4/24/20
4/24/20
4/24/20
2/28/20
2/28/20
2/28/20
Record Date Payment Date Per Share Distribution
Amount
DRIP
Share
Value
(In thousands, except share and per share data)
DRIP
Shares
Issued
Cash
2/18/22
1/19/22
12/17/22
11/18/21
11/18/21
10/19/21
9/17/21
8/18/21
7/20/21
6/17/21
5/18/21
4/20/21
3/18/21
2/19/21
1/20/21
12/17/20
11/18/20
10/20/20
9/17/20
8/18/20
7/17/20
6/18/20
5/19/20
4/17/20
3/18/20
3/16/22
2/16/22
1/14/22
12/15/21
12/15/21
11/16/21
10/15/21
9/15/21
8/16/21
7/16/21
6/15/21
5/14/21
4/16/21
3/16/21
2/17/21
1/15/21
12/15/20
11/16/20
10/16/20
9/15/20
8/14/20
7/15/20
6/16/20
5/15/20
4/15/20
$ 0.10
0.10
0.10
0.05
0.10
0.10
0.10
0.10
0.10
0.10
0.10
0.10
0.10
$ 1.25
$ 0.10
0.10
0.10
0.10
0.10
0.10
0.10
0.10
0.10
0.10
0.10
0.15
$ 1.25
$
—
2,096
2,031
1,013
2,027
2,010
2,008
1,996
1,983
1,964
1,964
1,937
1,938
$ 20,871
$ 1,904
1,904
1,903
1,862
1,815
1,813
1,745
1,710
1,703
1,667
1,667
2,496
$ 22,189
— $
2,680
3,417
1,197
2,395
1,907
2,068
2,041
1,937
1,888
1,671
1,794
1,653
21,968
1,729
1,681
1,909
1,699
1,730
1,674
1,588
1,586
1,710
1,646
1,879
3,144
21,975
$
$
$
—
43
56
20
38
34
36
34
34
33
29
29
28
371
24
25
26
22
21
22
19
20
20
18
19
30
266
On February 25, 2022, the Board declared monthly distributions per share, payable as set forth in the following table:
Ex-Dividend Date
March 17, 2022
April 18, 2022
May 17, 2022
Record Date
Payment Date
Distributions Declared
March 18, 2022
April 19, 2022
May 18, 2022
April 14, 2022
May 16, 2022
June 15, 2022
$
$
$
0.10
0.10
0.10
After paying distributions of $1.25 per share deemed paid for tax purposes in 2021, declaring on October 22, 2021 a
distribution of $0.10 per share payable January 14, 2022, and taxable earnings of $1.48 per share in 2021, the Company’s
undistributed spillover income as of December 31, 2021 was $0.51 per share. Spillover income includes any ordinary
income and net capital gains from the preceding tax years that were not distributed during such tax years.
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Note 12. Subsequent events
On January 7, 2022, we funded a $1.3 million debt investment to an existing portfolio company, Unagi Inc.
On January 21, 2022, we funded a $7.5 million debt investment to a new portfolio company, Cognoa, Inc.
On January 26, 2022, we funded a $5.0 million debt investment to an existing portfolio company, Castle Creek
Biosciences, Inc.
On January 28, 2022, we funded a $1.0 million debt investment to an existing portfolio company, Alula Holdings, Inc.
On February 1, 2022, we funded a $2.5 million debt investment to an existing portfolio company, Dropoff, Inc.
On February 7, 2022, we funded a $5.0 million debt investment to an existing portfolio company, Canary Medical Inc.
On February 10, 2022, we funded a $7.5 million debt investment to a new portfolio company, Lemongrass Holdings,
Inc.
On February 11, 2022, Quip NYC Inc. prepaid its outstanding principal balance of $10.0 million on its venture loan,
plus interest, end-of-term payment and prepayment fee. The Company continues to hold warrants in Quip NYC Inc.
On February 23, 2022, we funded a $2.5 million debt investment to an existing portfolio company, NextCar Holding
Company, Inc.
On February 24, 2022, LiquiGlide, Inc. prepaid its outstanding principal balance of $2.0 million on its venture loan,
plus interest, end-of-term payment and prepayment fee. The Company continues to hold warrants in Liquiglide, Inc.
On February 25, 2022, the Company amended its NYL Facility, increasing the commitment by $100 million to enable
its wholly-owned subsidiary to issue up to $200 million of secured notes. The amendment to the facility extends the
investment period to June 2023 and the maturity date to June 2028. In addition, the amendment, among other things,
reduces the applicable margin used to calculate the credit facility’s interest rate on the Company’s borrowings above $100
million. Such borrowings will be priced at the three-year USD mid-market swap rate plus 3.00%.
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Note 13. Financial highlights
The following table shows financial highlights for the Company:
2021
Year ended December 31,
2019
(In thousands, except share and per share data)
2018
2020
Per share data:
Net asset value at beginning of period
Net investment income
Realized (loss) gain
Unrealized appreciation (depreciation) on investments
Net increase in net assets resulting from operations
Distributions declared (1)
From net investment income
From net realized gain on investments
Return of capital
Other (2)
Net asset value at end of period
Per share market value, beginning of period
Per share market value, end of period
Total return based on a market value (3)
Shares outstanding at end of period
Ratios to average net assets:
Expenses without incentive fees
Incentive fees
Net expenses
Net investment income with incentive fees
Ratios, without waivers, to average net assets:
Expenses without incentive value (4)
Incentive fees (4)
Net expenses (4)
Net investment income with incentive fees (4)
Net assets at the end of the period
Average net asset value
Average debt per share
Portfolio turnover ratio
$
$
$
$
$
$
$
$
11.02
1.41
(0.18)
0.16
1.39
(1.25)
(1.25)
—
—
0.40
$
11.56
$
13.24
15.92
$
29.7 %
$
11.83
1.18
(0.84)
0.02
0.36
(1.25)
(1.25)
—
—
0.08
11.02
12.93
13.24
12.1 %
$
$
$
11.64
1.52
(0.31)
0.24
1.45
(1.20)
(1.20)
—
—
(0.06)
11.83
11.25
12.93
25.6 %
$
$
11.72
1.20
0.06
(0.13)
1.13
(1.20)
(1.20)
—
—
(0.01)
11.64
11.22
11.25
$
$
$
11.0 %
2017
12.09
1.07
(1.84)
1.60
0.83
(1.20)
(1.20)
—
—
—
11.72
10.53
11.22
17.9 %
21,217,460
19,286,356
15,563,290
11,535,129
11,520,406
10.5 %
3.1 %
13.6 %
12.2 %
10.0 %
2.6 %
12.6 %
10.4 %
10.8 %
3.2 %
14.0 %
12.8 %
10.4 %
2.4 %
12.8 %
10.3 %
10.5 %
3.1 %
13.6 %
12.2 %
$
245,335
$
231,215
11.27
$
45.4 %(5)
10.0 %
2.6 %
12.6 %
10.4 %
$
212,597
$
199,302
9.97
$
38.7 %(5)
10.8 %
4.4 %
15.2 %
11.6 %
$
184,055
$
160,008
10.05
$
82.0 %(6)
10.4 %
3.3 %
13.7 %
9.4 %
$
134,257
$
134,364
8.62
$
50.4 %(6)
8.6 %
1.2 %
9.8 %
9.0 %
8.6 %
1.3 %
9.9 %
8.9 %
135,075
137,293
6.60
79.4 %(6)
(1) Distributions are determined based on taxable income calculated in accordance with income tax regulations, which
may differ from amounts determined under GAAP due to (i) changes in unrealized appreciation and depreciation,
(ii) temporary and permanent differences in income and expense recognition, and (iii) the amount of spillover income
carried over from a given tax year for distribution in the following tax year. The final determination of taxable income
for each tax year, as well as the tax attributes for distributions in such tax year, will be made after the close of the
tax year.
(2) Includes the impact of the different share amounts as a result of calculating per share data based on the weighted
average basic shares outstanding during the period and certain per share data based on the shares outstanding as of a
period end or transaction date. The issuance of common stock on a per share basis reflects the incremental net asset
value changes as a result of the issuance of common stock in the Company’s continuous public offering and pursuant
to the Company’s distribution reinvestment plan. The issuance of common stock at an offering price, net of sales
commissions and dealer manager fees, that is greater than the net asset value per share results in an increase in net
asset value per share.
(3) The total return equals the change in the ending market value over the beginning of period price per share plus
distributions paid per share during the period, divided by the beginning price.
(4) During the years ended December 31, 2019, 2018 and 2017, the Advisor waived $1.8 million, $1.2 million and $0.1
million, respectively, of incentive fee.
(5) Calculated by dividing the lesser of purchases or the sum of (1) principal prepayments and (2) maturities by the
monthly average debt investment balance
(6) Calculated by dividing net debt investment purchases by the monthly average debt investment balance.
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Note 14. Summarized financial information for HSLFI
Horizon Secured Loan Fund I
Statements of Operations
(Dollars in thousands)
Investment income
Interest income
Prepayment fee income
Fee income
Total investment income
Expenses
Interest expense
General and administrative
Total expenses
Net investment income
Net realized and unrealized loss on investments
Net realized gain on investments
Net realized gain on investments
Net unrealized depreciation on investments
Net unrealized depreciation on investments
Net realized and unrealized loss on investments
Net (decrease) increase in net assets resulting from operations
For the period
January 1, 2020
through
April 21
2020
For the year
ended
December 31
2019
$
$
$
1,353
112
—
1,465
1,165
64
1,229
236
120
120
(392)
(392)
(272)
(36)
$
5,291
389
19
5,699
1,101
126
1,227
4,472
—
—
(28)
(28)
(28)
4,444
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None
Item 9A. Controls and Procedures
(a) Evaluation of disclosure controls and procedures
As of December 31, 2021, we, including our Chief Executive Officer and Chief Financial Officer, evaluated the
effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the
Exchange Act). Based on that evaluation, our management, including our Chief Executive Officer and Chief Financial
Officer, concluded that our disclosure controls and procedures were effective and provided reasonable assurance that
information required to be disclosed in our periodic SEC filings is recorded, processed, summarized and reported within
the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our
management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure. However, in evaluating the disclosure controls and procedures, management recognized that
any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of
achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the
cost-benefit relationship of such possible controls and procedures.
(b) Management’s Report on Internal Control Over Financial Reporting
Management’s Report on Internal Control Over Financial Reporting is included in “Item 8. Consolidated Financial
Statements and Supplementary Data” of this Annual Report on Form 10-K.
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(c) Changes in internal controls over financial reporting.
There have been no material changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and
15d-15(f) of the Exchange Act) during our most recently completed fiscal quarter, that have materially affected, or are
reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
None
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
PART III
We will file a definitive Proxy Statement for our 2022 Annual Meeting of Stockholders with the SEC, pursuant to
Regulation 14A, not later than 120 days after the end of our fiscal year. Accordingly, certain information required by
Part III has been omitted under General Instruction G(3) to Form 10-K. Only those sections of our definitive Proxy
Statement that specifically address the items set forth herein are incorporated by reference.
Item 10. Directors, Executive Officers and Corporate Governance
The information required by Item 10 is hereby incorporated by reference from our definitive Proxy Statement relating
to our 2021 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission not later than
120 days following the end of our fiscal year.
Item 11. Executive Compensation
The information required by Item 11 is hereby incorporated by reference from our definitive Proxy Statement relating
to our 2022 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission not later than
120 days following the end of our fiscal year.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by Item 12 is hereby incorporated by reference from our definitive Proxy Statement relating
to our 2022 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission not later than
120 days following the end of our fiscal year.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by Item 13 is hereby incorporated by reference from our definitive Proxy Statement relating
to our 2022 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission not later than
120 days following the end of our fiscal year.
Item 14. Principal Accounting Fees and Services
The information required by Item 14 is hereby incorporated by reference from our definitive Proxy Statement relating
to our 2022 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission not later than
120 days following the end of our fiscal year.
Item 15. Exhibits, Financial Statement Schedules
(a)(1) Financial statements
PART IV
131
Table of Contents
(1) Financial statements — Refer to Item 8 starting on page 85.
(2) Financial statement schedules — None
(3) Exhibits
Exhibit No.
3.1
Description
Amended and Restated Certificate of Incorporation (Incorporated by reference to exhibit (a) of the
Company’s Pre-effective Amendment No. 2 to the Registration Statement on Form N-2, filed on July 2,
2010)
3.2
4.1
4.2
4.3
4.4
4.5
4.6
4.7*
10.1
10.2
10.3
10.4
10.5
10.6
10.7
Amended and Restated Bylaws (Incorporated by reference to exhibit (b) of the Company’s Pre-effective
Amendment No. 2 to the Registration Statement on Form N-2, filed on July 2, 2010)
Form of Specimen Certificate (Incorporated by reference to exhibit (d) of the Company’s Pre-effective
Amendment No. 3 to the Registration Statement on Form N-2, filed on July 19, 2010)
Indenture, dated as of March 23, 2012, between the Company and U.S. Bank National Association
(Incorporated by reference to Exhibit (d)(7) of the Company’s Post-Effective Amendment No. 2 to the
Registration Statement on Form N-2, File No. 333-178516, filed on March 23, 2012)
Second Supplemental Indenture, dated as of September 29, 2017, between the Company and U.S. Bank
National Association (Incorporated by reference to Exhibit (d)(12) of the Company’s Post-Effective
Amendment No. 5 to the Registration Statement on Form N-2, File No. 333-201886, filed on
September 29, 2017)
Form of 6.25% Notes due 2022 (included as part of Exhibit 4.3)
Third Supplemental Indenture, dated as of September 29, 2017, between the Company and U.S. Bank
National Association (Incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form
8-K, filed on March 30, 2021)
Form of 4.875% Notes due 2026 (included as part of Exhibit 4.5)
Description of Securities
Investment Management Agreement (Incorporated by reference to Exhibit 10.1 of the Company’s Current
Report on Form 8-K, filed on March 8, 2019)
Form of Custodial Agreement (Incorporated by reference to exhibit (j) of the Company’s Pre-effective
Amendment No. 3 to the Registration Statement on Form N-2, filed on July 19, 2010)
Form of Administration Agreement (Incorporated by reference to exhibit (k)(1) of the Company’s Pre-
effective Amendment No. 2 to the Registration Statement on Form N-2, filed on July 2, 2010)
Form of Trademark License Agreement by and between the Company and Horizon Technology Finance
Management, LLC (Incorporated by reference to exhibit (k)(2) of the Company’s Pre-effective Amendment
No. 2 to the Registration Statement on Form N-2, filed on July 2, 2010)
Form of Dividend Reinvestment Plan (Incorporated by reference to exhibit (e) of the Company’s Pre-
effective Amendment No. 2 to the Registration Statement on Form N-2, filed on July 2, 2010)
Amended and Restated Loan and Security Agreement, dated as of November 4, 2013, by and among
Horizon Credit II LLC, as the borrower, the Lenders that are signatories thereto, as the lenders, and Key
Equipment Finance Inc., as the arranger and the agent (Incorporated by reference to Exhibit 10.14 of the
Company’s Annual Report on Form 10-K, filed on March 11, 2014)
Amendment No. 1 to Amended and Restated Loan Agreement, dated as of August 12, 2015, by and among
Horizon Credit II LLC, as the borrower, Alostar Bank of Commerce, as lender, and KeyBank National
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Exhibit No.
Description
Association, as lender, arranger and agent (Incorporated by reference to Exhibit (k)(13) of Pre-effective
Amendment No. 3 to the Company’s Registration Statement on Form N-2, filed on August 19, 2015)
10.8
10.9
10.10
10.11
10.12
10.13
10.14
10.15
10.16
10.17
10.18
Amended and Restated Sale and Servicing Agreement, dated as of November 4, 2013, by and among
Horizon Credit II LLC, as the buyer, Horizon Technology Finance Corporation, as the originator and the
servicer, Horizon Technology Finance Management LLC, as the sub-servicer, U.S. Bank National
Association, as the collateral custodian and backup servicer, and Key Equipment Finance Inc., as the agent
(Incorporated by reference to Exhibit 10.15 of the Company’s Annual Report on Form 10-K, filed on
March 11, 2014)
Agreement Regarding Loan Assignment and Related Matters, dated as of November 4, 2013, by and
among Horizon Credit II LLC, Wells Fargo Capital Finance, LLC and Key Equipment Finance Inc.
(Incorporated by reference to Exhibit 10.16 of the Company’s Annual Report on Form 10-K, filed on
March 11, 2014)
Joinder Agreement, dated April 27, 2016, by and among MUFG Union Bank, N.A., as lender, KeyBank
National Association as agent, Horizon Credit II LLC, as borrower, and the Company, as servicer
(Incorporated by reference to Exhibit (k)(11) to the Post-Effective Amendment No. 2 to the Company’s
Registration Statement on Form N-2, File No. 333-201886, filed on June 10, 2016)
Amendment No. 2 to Amended and Restated Loan Agreement, dated as of April 6, 2018, by and among
Horizon Credit II LLC, as the borrower, State Bank and Trust Company (successor by merger to AloStar
Bank of Commerce), as lender, MUFG Union Bank, N.A., as lender, and KeyBank National Association
(successor by merger to Key Equipment Finance Inc.) as lender, arranger, and agent (Incorporated by
reference to Exhibit 10.01 of the Quarterly Report on Form 10-Q of the Company, filed on May 1, 2018)
Horizon Secured Loan Fund I Limited Liability Company Agreement dated June 1, 2018, by and between
the Company and Arena Sunset SPV, LLC (Incorporated by reference to Exhibit (k)(9) to the Company’s
Registration Statement on Form N-2, File No. 333-225698, filed on June 18, 2018)
Amendment No. 3 to Amended and Restated Loan Agreement, dated as of December 28, 2018, by and
among Horizon Credit II LLC, as the borrower, State Bank and Trust Company (successor by merger to
AloStar Bank of Commerce), as lender, MUFG Union Bank, N.A., as lender, and KeyBank National
Association (successor by merger to Key Equipment Finance Inc.) as lender, arranger, and agent
(Incorporated by reference to Exhibit 10.13 of the Company’s Annual Report on Form 10-K, filed on
March 5, 2019)
Underwriting Agreement, dated as of March 21, 2019, by and among the Company, Horizon Technology
Finance Management LLC, and Morgan Stanley & Co. LLC, as representative of the several underwriters
named therein (Incorporated by reference to Exhibit (h)(3) of the Company’s Post-Effective Amendment
No. 1, filed on March 26, 2019)
Equity Distribution Agreement, dated as of August 2, 2019, by and among the Company, Horizon
Technology Management LLC, Goldman Sachs & Co. LLC and B. Riley FBR, Inc. (Incorporated by
reference to Exhibit 1.1 of the Company’s Current Report on Form 8-K, filed on August 2, 2019)
Note Purchase Agreement, dated as of August 6, 2019, by and among the Company, Horizon Funding Trust
2019-1, the Issuer, Horizon Funding 2019-1 LLC, the Trust Depositor, and KeyBanc Capital Markets Inc.,
as Initial Purchaser (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on
Form 8-K, filed on August 13, 2019)
Indenture, dated as of August 13, 2019, by and between Horizon Funding Trust 2019-1, as the Issuer, and
US Bank National Association, as the Trustee (Incorporated by reference to Exhibit 10.2 of the Company’s
Current Report on Form 8-K, filed on August 13, 2019).
Sale and Contribution Agreement, dated as of August 13, 2019, by and between the Company, as the Seller,
and Horizon Funding 2019-1 LLC, as the Trust Depositor (Incorporated by reference to Exhibit 10.3 of the
Company’s Current Report on Form 8-K, filed on August 13, 2019).
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Exhibit No.
10.19
Description
Sale and Servicing Agreement, dated as of August 13, 2019, by and among the Company, as the Seller and
as the Servicer, Horizon Funding Trust 2019-1, as the Issuer, Horizon Funding 2019-1 LLC, as the Trust
Depositor, and US Bank National Association, as the Trustee, Backup Servicer, Custodian and Securities
Intermediary (Incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K,
filed on August 13, 2019).
10.20
10.21
10.22
10.23
10.24
10.25
10.26
10.27
10.28
10.29
10.30
10.31
Administration Agreement, dated as of August 13, 2019, among Horizon Funding Trust 2019-1, as Issuer,
the Company, as Administrator, Wilmington Trust, National Association, as Owner Trustee, and US Bank
National Association, as Trustee (Incorporated by reference to Exhibit 10.5 of the Company’s Current
Report on Form 8-K, filed on August 13, 2019).
Amended and Restated Trust Agreement, dated as of August 13, 2019, Horizon Funding 2019-1 LLC, as
the Trust Depositor, and Wilmington Trust, National Association, as the Owner Trustee (Incorporated by
reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K, filed on August 13, 2019).
Sale and Servicing Agreement, dated as of June 1, 2018, by and among Horizon Funding I, LLC, the issuer,
Horizon Secured Lending Fund I LLC, as originator and seller, Horizon Technology Finance Corporation,
the servicer, and U.S. Bank National Association (Incorporated by reference to Exhibit 10.1 of the
Company’s Current Report on Form 8 K, filed on June 26, 2020)
Amendment No. 1 to Sale and Servicing Agreement, dated as of June 19, 2019, by and among Horizon
Funding I, LLC, the issuer, Horizon Secured Lending Fund I LLC, as originator and seller, Horizon
Technology Finance Corporation, the servicer, and U.S. Bank National Association (Incorporated by
reference to Exhibit 10.2 of the Company’s Current Report on Form 8 K, filed on June 26, 2020)
Amendment No. 2 to Sale and Servicing Agreement, dated as of June 5, 2020, by and among Horizon
Funding I, LLC, the issuer, Horizon Secured Lending Fund I LLC, as originator and seller, Horizon
Technology Finance Corporation, the servicer, and U.S. Bank National Association (Incorporated by
reference to Exhibit 10.3 of the Company’s Current Report on Form 8 K, filed on June 26, 2020)
Amended and Restated Note Funding Agreement, dated as of June 5, 2020, between Horizon Funding I,
LLC, the issuer, and the Initial Purchasers (as defined therein) (Incorporated by reference to Exhibit 10.4 of
the Company’s Current Report on Form 8 K, filed on June 26, 2020)
Indenture, dated as of June 1, 2018, by and between Horizon Funding I, LLC, the issuer, and U.S. Bank
National Association (Incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form
8 K, filed on June 26, 2020).
Supplemental Indenture, dated as of June 5, 2020, by and between Horizon Funding I, LLC, the issuer, and
U.S. Bank National Association (Incorporated by reference to Exhibit 10.6 of the Company’s Current
Report on Form 8 K, filed on June 26, 2020)
Seventh Amendment to the Amended and Restated Loan and Security Agreement, dated as of June 29,
2020, among Horizon Credit II LLC, as borrower, the Lenders party thereto, and KeyBank National
Association, as arranger and agent (Incorporated by reference to Exhibit 10.1 of the Company’s Current
Report on Form 8 K, filed on June 30, 2020)
Equity Distribution Agreement, dated as of June 30, 2020, by and among the Company, Horizon
Technology Management LLC, Goldman Sachs & Co. LLC and B. Riley FBR, Inc. (Incorporated by
reference to Exhibit 1.1 of the Company’s Current Report on Form 8 K, filed on July 30, 2020)
Underwriting Agreement, dated as of March 23, 2021, by and among the Company, Horizon Technology
Finance Management LLC, and Keefe, Bruyette & Woods, Inc., as representative of the several
underwriters named therein (Incorporated by reference to Exhibit 1.1 of the Company’s Current Report on
Form 8-K, filed on March 25, 2021)
Second Amended and Restated Loan and Security Agreement, dated as of June 22, 2021, among Horizon
Credit II LLC, as borrower, the Lenders party thereto, and KeyBank National Association, as arranger and
134
Table of Contents
Exhibit No.
Description
agent (Incorporated by reference to Exhibit 1.1 of the Company’s Current Report on Form 8-K, filed on
June 23, 2021)
10.32
10.33
10.34
10.35
14.1
21*
23*
24
31.1*
31.2*
32.1*
32.2*
99.1
Second Amended and Restated Sale and Servicing Agreement, dated as of June 22, 2021, by and among
Horizon Credit II LLC, as the buyer, Horizon Technology Finance Corporation, as the originator and the
servicer, Horizon Technology Finance Management LLC, as the sub-servicer, U.S. Bank National
Association, as the collateral custodian and backup servicer, and KeyBank National Association, as the
agent (Incorporated by reference to Exhibit 1.2 of the Company’s Current Report on Form 8-K, filed on
June 23, 2021)
Amendment No. 3 to Sale and Servicing Agreement, dated as of February 25, 2022, by and among Horizon
Funding I, LLC, the issuer, Horizon Secured Lending Fund I LLC, as originator and seller, Horizon
Technology Finance Corporation, the servicer, and U.S. Bank Trust Company, National Association
(Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, filed on
February 28, 2022).
Second Amended and Restated Note Funding Agreement, dated as of February 25, 2022, between Horizon
Funding I, LLC, the issuer, and the Initial Purchasers (as defined therein) (Incorporated by reference to
Exhibit 10.3 of the Company’s Current Report on Form 8-K, filed on February 28, 2022).
Second Supplemental Indenture, dated as of February 25, 2022, by and between Horizon Funding I, LLC,
the issuer, and U.S. Bank Trust Company, National Association (Incorporated by reference to Exhibit 10.5
of the Company’s Current Report on Form 8-K, filed on February 28, 2022).
Code of Ethics of the Company (Incorporated by reference to Exhibit 14.1 of the Company’s Annual
Report on Form 10-K, filed on March 7, 2017)
List of Subsidiaries
Consent of Independent Registered Public Accounting Firm
Power of Attorney (included on signature page hereto)
Certificate of the Principal Executive Officer Pursuant to Exchange Act Rule 13a-14(a) and 15d-14(a)
Certificate of the Principal Financial and Accounting Officer Pursuant to Exchange Act Rule 13a-14(a) and
15d-14(a)
Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
Privacy Policy of the Company (Incorporated by reference to Exhibit 99.1 of the Company’s Annual
Report on Form 10-K, filed on March 16, 2011)
*
Filed herewith
135
Table of Contents
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly
caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
Date: March 1, 2022
HORIZON TECHNOLOGY FINANCE CORPORATION
By:
Name: Robert D. Pomeroy, Jr.
/s/ Robert D. Pomeroy, Jr.
Chief Executive Officer and Chairman of the Board of
Directors
Title:
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints
Robert D. Pomeroy, Jr., Daniel R. Trolio and Gerald A. Michaud as his true and lawful attorneys-in-fact, each with full
power of substitution, for him in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and
to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said attorneys-in-fact or their substitute or substitutes may do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been
signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
/s/ Robert D. Pomeroy, Jr.
Robert D. Pomeroy, Jr.
/s/ Daniel R. Trolio
Daniel R. Trolio
/s/ Gerald A. Michaud
Gerald A. Michaud
/s/ James J. Bottiglieri
James J. Bottiglieri
/s/ Edmund V. Mahoney
Edmund V. Mahoney
/s/ Elaine A. Sarsynski
Elaine A. Sarsynski
/s/ Joseph J. Savage
Joseph J. Savage
Title
Chairman of the Board of Directors and Chief
Executive Officer (Principal Executive Officer)
Chief Financial Officer and
Treasurer (Principal Financial and Accounting Officer)
President and Director
Director
Director
Director
Director
136
Date
March 1, 2022
March 1, 2022
March 1, 2022
March 1, 2022
March 1, 2022
March 1, 2022
March 1, 2022
DESCRIPTION OF THE REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES
EXCHANGE ACT OF 1934
EXHIBIT 4.7
As of December 31, 2021, Horizon Technology Finance Corporation had the following two classes of securities
registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) its common
stock, $0.001 par value per share (“common stock”), and (ii) its 4.875% Notes due 2026.
DESCRIPTION OF COMMON STOCK
The following is a description of some of the terms of our common stock, our amended and restated certificate of
incorporation (the “certificate of incorporation”), our amended and restated bylaws (the “bylaws”) and certain
provisions of the Delaware General Corporation Law (the “DGCL”). The following description is not complete and is
subject to, and qualified in its entirety by reference to, our charter and bylaws, each of which is filed or incorporated
by reference as an exhibit to our Annual Report on Form 10-K of which this Exhibit is a part, and the DGCL. You
should read our charter and bylaws and the applicable provisions of the DGCL for a complete statement of the
provisions described under this caption “Description of Common Stock” and for other provisions that may be
important to you.
Under the terms of our certificate of incorporation, our authorized common stock consists solely of 100,000,000
shares, par value $0.001 per share. Our common stock is traded on Nasdaq under the symbol “HRZN”. There are no
outstanding options or warrants to purchase our stock. No stock has been authorized for issuance under any equity
compensation plans. Under the DGCL, our stockholders generally are not personally liable for our debts or obligations.
Under the terms of our certificate of incorporation, all shares of our common stock have equal rights as to
earnings, assets, distributions and voting. When they are issued, shares of our common stock will be duly authorized,
validly issued, fully paid and non-assessable. Distributions may be paid to the holders of our common stock if, as and
when declared by our Board out of assets legally available therefor, subject to any preferential dividend rights of
outstanding preferred stock. Holders of common stock are entitled to one vote for each share held on all matters
submitted to a vote of stockholders, including the election of directors, and do not have cumulative voting rights.
Accordingly, holders of a majority of the shares of common stock entitled to vote in any election of directors may elect
all of the directors standing for election. Upon our liquidation, dissolution or winding up, the holders of common stock
are entitled to receive ratably our net assets available after the payment of all debts and other liabilities and subject to
the prior rights of any outstanding preferred stock. Holders of common stock have no preemptive, subscription,
redemption or conversion rights. The rights, preferences and privileges of holders of common stock are subject to the
rights of the holders of any series of preferred stock which we may designate and issue in the future. In addition,
holders of our common stock may participate in our DRIP.
Anti-takeover effects of provisions of our certificate of incorporation, bylaws, the DGCL and other
arrangements.
Certain provisions of our certificate of incorporation and bylaws, applicable provisions of the DGCL and certain
other agreements to which we are a party may make it more difficult for or prevent an unsolicited third party from
acquiring control of us or changing our Board and management. These provisions may have the effect of deterring
hostile takeovers or delaying changes in our control or in our management. These provisions are intended to enhance
the likelihood of continued stability in the composition of our Board and in the policies furnished by them and to
discourage certain types of transactions that may involve an actual or threatened change in our control. The provisions
also are intended to discourage certain tactics that may be used in proxy fights. These provisions, however, could have
the effect of discouraging others from making tender offers for our shares and, as a consequence, they also may inhibit
fluctuations in the market price of our shares that could result from actual or rumored takeover attempts.
Election of directors. Our certificate of incorporation and bylaws provide that the affirmative vote of a plurality
of all votes cast at a meeting of stockholders duly called at which a quorum is present shall be sufficient to elect a
director. Under our certificate of incorporation, our Board may amend the bylaws to alter the vote required to elect
directors.
Classified board of directors. The classification of our Board and the limitations on removal of directors and
filling of vacancies could have the effect of making it more difficult for a third party to acquire us, or of discouraging a
third party from acquiring us. Our Board is divided into three classes, with the term of one class expiring at each
annual meeting of stockholders. At each annual meeting, one class of directors is elected to a three-year term. This
provision could delay for up to two years the replacement of a majority of our Board.
Number of directors; vacancies; removal. Our certificate of incorporation provides that, by amendment to our
bylaws, our Board is authorized to change the number of directors without the consent of stockholders to any number
between three and nine.
Our certificate of incorporation provides that, subject to the rights of any holders of preferred stock, any vacancy
on our Board, however the vacancy occurs, including a vacancy due to an enlargement of our Board, may only be
filled by vote of a majority of the directors then in office.
Subject to the rights of any holders of preferred stock, a director may be removed at any time at a meeting called
for that purpose, but only for cause and only by the affirmative vote of the holders of at least 75% of the shares then
entitled to vote for the election of the respective director.
The limitations on the ability of our stockholders to remove directors and fill vacancies could make it more
difficult for a third party to acquire, or discourage a third party from seeking to acquire, control of us.
Action by stockholders. Under our certificate of incorporation and bylaws, stockholder action can only be taken
at an annual meeting or special meeting and not by written action in lieu of a meeting. This may have the effect of
delaying consideration of a stockholder proposal until the next annual meeting.
Advance notice requirements for stockholder proposals and director nominations. Our bylaws provide that with
respect to an annual meeting of stockholders, nominations of persons for election to our Board and the proposal of
business to be considered by stockholders may be made only (1) by or at the direction of our Board, (2) pursuant to our
notice of meeting or (3) by a stockholder who is entitled to vote at the meeting and who has complied with the advance
notice procedures of the bylaws. Nominations of persons for election to our Board at a special meeting may be made
only (1) by or at the direction of our Board, or (2) provided that our Board has determined that directors will be elected
at the meeting, by a stockholder who is entitled to vote at the meeting and who has complied with the advance notice
provisions of the bylaws. The purpose of requiring stockholders to give us advance notice of nominations and other
business is to afford our Board a meaningful opportunity to consider the qualifications of the proposed nominees and
the advisability of any other proposed business and, to the extent deemed necessary or desirable by our Board, to
inform our stockholders and make recommendations about such qualifications or business, as well as to provide a
more orderly procedure for conducting meetings of stockholders. Although our bylaws do not give our Board any
power to disapprove stockholder nominations for the election of directors or proposals recommending certain action,
they may have the effect of precluding a contest for the election of directors or the consideration of stockholder
proposals if proper procedures are not followed and of discouraging or deterring a third party from conducting a
solicitation of proxies to elect its own slate of directors or to approve its own proposal without regard to whether
consideration of such nominees or proposals might be harmful or beneficial to us and our stockholders.
Amendments to certificate of incorporation and bylaws. The DGCL provides generally that the affirmative vote
of a majority of the shares entitled to vote on any matter is required to amend a corporation’s certificate of
incorporation or bylaws, unless a corporation’s certificate of incorporation or bylaws requires a greater percentage. Our
certificate of incorporation provides that the affirmative vote of 75% of the then outstanding shares entitled to vote
generally in the election of directors voting together as a single class is required to amend provisions of our certificate
of incorporation relating to the classification, size and vacancies of our Board, as well as the removal of directors.
However, if 66 2/3% of the continuing directors have approved such amendment or repeal, the affirmative vote for
such amendment or repeal shall be a majority of such shares. The affirmative vote of 75% of the then outstanding
shares voting together as a single class is required to amend provisions of our certificate of incorporation relating to the
calling of a special meeting of stockholders or the ability to amend or repeal the bylaws. Our certificate of
incorporation permits our Board to amend or repeal our bylaws, provided that any amendment or repeal shall require
the approval of at least 66 2/3% of the continuing directors. The stockholders do not have the right to adopt or repeal
the bylaws.
Stockholder meetings. Our certificate of incorporation and bylaws provide that any action required or permitted
to be taken by stockholders at an annual meeting may only be taken if it is properly brought before such meeting. For
business to be properly brought before an annual meeting by a stockholder, the stockholder must provide timely notice
to our Secretary. Notice is timely if it is delivered by a nationally recognized courier service or mailed by first class
United States mail and received not earlier than 90 days nor more than 120 days in advance of the anniversary of the
date our proxy statement was released to stockholders in connection with the previous year’s annual meeting. Action
taken at a special meeting of stockholders is limited to the purposes stated in the properly provided notice of meeting.
These provisions could have the effect of delaying until the next stockholder meeting actions that are favored by the
holders of a majority of our outstanding voting securities.
Calling of special meetings by stockholders. Our certificate of incorporation and bylaws provide that special
meetings of the stockholders may only be called by our Board, Chairman, Chief Executive Officer or President.
Section 203 of the DGCL. We are subject to the provisions of Section 203 of the DGCL. In general, these
provisions prohibit a Delaware corporation from engaging in any business combination with any interested stockholder
for a period of three years following the date that the stockholder became an interested stockholder, unless:
●
●
●
prior to such time, the board of directors approved either the business combination or the transaction
which resulted in the stockholder becoming an interested stockholder;
upon consummation of the transaction that resulted in the stockholder becoming an interested
stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation
outstanding at the time the transaction commenced; or
on or after the date the business combination is approved by the board of directors and authorized at a
meeting of stockholders, by at least two-thirds of the outstanding voting stock that is not owned by the
interested stockholder.
Section 203 defines “business combination” to include the following:
●
●
●
●
●
any merger or consolidation involving the corporation and the interested stockholder;
any sale, transfer, pledge or other disposition (in one transaction or a series of transactions) of 10% or
more of either the aggregate market value of all the assets of the corporation or the aggregate market
value of all the outstanding stock of the corporation involving the interested stockholder;
subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of
any stock of the corporation to the interested stockholder;
any transaction involving the corporation that has the effect of increasing the proportionate share of the
stock of any class or series of the corporation owned by the interested stockholder; or
the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or
other financial benefits provided by or through the corporation.
In general, Section 203 defines an interested stockholder as any entity or person beneficially owning 15% or
more of the outstanding voting stock of the corporation and any entity or person affiliated with or controlling or
controlled by any of these entities or persons.
The statute could prohibit or delay mergers or other takeover or change in control attempts and, accordingly, may
discourage attempts to acquire us.
Conflict with 1940 Act. Our bylaws provide that, if and to the extent that any provision of the DGCL or our
bylaws conflict with any provision of the 1940 Act, the applicable provision of the 1940 Act will control.
Approval of certain transactions. To convert us to an open-end investment company, to merge or consolidate us
with any entity in a transaction as a result of which the governing documents of the surviving entity do not contain
substantially the same anti-takeover provisions as are provided in our certificate of incorporation, to liquidate and
dissolve us, or to amend any of the anti-takeover provisions discussed herein, our certificate of incorporation requires
the affirmative vote of a majority of our continuing directors followed by the favorable vote of the holders of at least
75% of each affected class or series of our shares, voting separately as a class or series, unless such amendment has
been approved by the holders of at least 80% of the then outstanding shares of our capital stock, voting together as a
single class. If approved in the foregoing manner, our conversion to an open-end investment company could not occur
until 90 days after the stockholders meeting at which such conversion was approved and would also require at least 30
days’ prior notice to all stockholders. As part of any such conversion to an open-end investment company,
substantially all of our investment policies and strategies and portfolio would have to be modified to assure the degree
of portfolio liquidity required for open-end investment companies. In the event of conversion, the common shares
would cease to be listed on any national securities exchange or market system. Stockholders of an open-end
investment company may require the company to redeem their shares at any time, except in certain circumstances as
authorized by or under the 1940 Act, at their net asset value, less such redemption charge, if any, as might be in effect
at the time of a redemption. You should assume that it is not likely that our Board would vote to convert us to an open-
end fund.
The 1940 Act defines “a majority of the outstanding voting securities” as the lesser of a majority of the
outstanding shares and 67% of a quorum of a majority of the outstanding shares. For the purposes of calculating “a
majority of the outstanding voting securities” under our certificate of incorporation, each class and series of our shares
vote together as a single class, except to the extent required by the 1940 Act or our certificate of incorporation, with
respect to any class or series of shares. If a separate class vote is required, the applicable proportion of shares of the
class or series, voting as a separate class or series, also will be required.
Our Board has determined that provisions with respect to our Board and the stockholder voting requirements
described above, which voting requirements are greater than the minimum requirements under the DGCL or the 1940
Act, are in the best interest of stockholders generally.
Limitations of liability and indemnification
The indemnification of our officers and directors is governed by Section 145 of the DGCL, and our certificate of
incorporation and bylaws. Subsection (a) of Section 145 of the DGCL empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the
corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or
proceeding if (1) such person acted in good faith, (2) in a manner such person reasonably believed to be in or not
opposed to the best interests of the corporation and (3) with respect to any criminal action or proceeding, such person
had no reasonable cause to believe the person’s conduct was unlawful.
Subsection (b) of Section 145 of the DGCL empowers a corporation to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses
(including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or
settlement of such action or suit if such person acted in good faith and in a manner the person reasonably believed to
be in, or not opposed to, the best interests of the corporation, and except that no indemnification may be made in
respect of any claim, issue or matter as to which such person has been adjudged to be liable to the corporation unless
and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought
determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or
such other court deems proper.
Section 145 of the DGCL further provides that to the extent that a present or former director or officer is
successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to in subsections (a) and
(b) of Section 145 of the DGCL, or in defense of any claim, issue or matter therein, such person will be indemnified
against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with such
action, suit or proceeding. In all cases in which indemnification is permitted under subsections (a) and (b) of Section
145 of the DGCL (unless ordered by a court), it will be made by the corporation only as authorized in the specific case
upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the
circumstances because the applicable standard of conduct has been met by the party to be indemnified. Such
determination must be made, with respect to a person who is a director or officer at the time of such determination, (1)
by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a
quorum, (2) by a committee of such directors designated by majority vote of such directors, even though less than a
quorum, (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written
opinion or (4) by the stockholders. The statute authorizes the corporation to pay expenses incurred by an officer or
director in advance of the final disposition of a proceeding upon receipt of an undertaking by or on behalf of the person
to whom the advance will be made, to repay the advances if it is ultimately determined that he or she was not entitled
to indemnification. Section 145 of the DGCL also provides that indemnification and advancement of expenses
permitted under such Section are not to be exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors,
or otherwise. Section 145 of the DGCL also authorizes the corporation to purchase and maintain liability insurance on
behalf of its directors, officers, employees and agents regardless of whether the corporation would have the statutory
power to indemnify such persons against the liabilities insured.
Our certificate of incorporation provides that our directors will not be liable to us or our stockholders for
monetary damages for breach of fiduciary duty as a director to the fullest extent permitted by the DGCL. Section
102(b)(7) of the DGCL provides that the personal liability of a director to a corporation or its stockholders for breach
of fiduciary duty as a director may be eliminated except for liability (1) for any breach of the director’s duty of loyalty
to the corporation or its stockholders, (2) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (3) under Section 174 of the DGCL, relating to unlawful payment of
distributions or unlawful stock purchases or redemption of stock or (4) for any transaction from which the director
derives an improper personal benefit.
Under our certificate of incorporation, we fully indemnify any person who was or is involved in any actual or
threatened action, suit or proceeding by reason of the fact that such person is or was one of our directors or officers. So
long as we are regulated under the 1940 Act, the above indemnification and limitation of liability is limited by the
1940 Act or by any valid rule, regulation or order of the SEC thereunder. The 1940 Act provides, among other things,
that a company may not indemnify any director or officer against liability to it or its security holders to which he or
she might otherwise be subject by reason of his or her willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his or her office unless a determination is made by final decision of a
court, by vote of a majority of a quorum of directors who are disinterested, non-party directors or by independent legal
counsel that the liability for which indemnification is sought did not arise out of the foregoing conduct.
We have obtained liability insurance for our directors and officers. In addition, we have entered into
indemnification agreements with each of our directors and officers in order to effect the foregoing except to the extent
that such indemnification would exceed the limitations on indemnification under Section 17(h) of the 1940 Act.
DESCRIPTION OF NOTES
Our 4.875% Notes due 2026 (the “notes”) were issued under an indenture dated as of March 23, 2012 (the “base
indenture”), as amended and supplemented by a third supplemental indenture dated as of March 30, 2021 (the
“supplemental indenture;” the base indenture, as amended and supplemented by the supplemental indenture, is
hereinafter called the “indenture”), each between us and U.S. Bank National Association, as trustee.
We may issue our debt securities under the indenture from time to time in one or more series. The notes are a
separate series of our debt securities issued and outstanding under the indenture, which means that, for purposes of
giving any consent, notice or waiver or taking any other action under the indenture, the registered holders of the notes
will act separately from the registered holders of each other series of our debt securities that may be outstanding under
the indenture from time to time. Unless otherwise expressly stated or the context otherwise requires, references to
“debt securities” under this caption “Description of Notes” and the caption “Description of Indenture” below shall
include the notes.
The description of some of the terms of the notes and the indenture contained under this caption “Description of
Notes” are not complete and are subject to, and qualified in their entirety by reference to, the indenture and the form of
the notes, which are incorporated by reference as exhibits to the Annual Report on Form 10-K of which this Exhibit is
a part. You should read the indenture and the form of the notes for a complete statement of the provisions described
under this caption “Description of Notes” and other provisions that may be important to you.
General
The Notes:
● were issued in an initial principal amount of $57,500,000;
● will mature on March 30, 2026, unless redeemed prior to maturity;
● were issued in denominations of $25 and integral multiples of $25 in excess thereof;
●
are redeemable in whole or in part at any time or from time to time on and after March 30, 2023, at a
redemption price of $25 per Note plus accrued and unpaid interest payments otherwise payable for the
then-current quarterly interest period accrued to the date fixed for redemption as described under “—
Redemption and Repayment” below;
are listed on NYSE under the symbol “HTFB”.
●
The Notes are our direct unsecured obligations and rank:
●
●
●
●
pari passu with current and future unsecured unsubordinated indebtedness;
senior to any of our future indebtedness that expressly provides it is subordinated to the Notes;
effectively subordinated to all of our existing and future secured indebtedness (including indebtedness
that is initially unsecured to which we subsequently grant security), to the extent of the value of the
assets securing such indebtedness; and
structurally subordinated to all existing and future indebtedness and other obligations of any of our
subsidiaries, financing vehicles or similar facilities.
Our subsidiaries are separate and distinct legal entities and have no obligation, contingent or otherwise, to pay
any amounts due on the Notes or to make any funds available for payment on the Notes, whether by dividends, loans
or other payments. In addition, the payment of dividends and the making of loans and advances to us by our
subsidiaries may be subject to statutory, contractual or other restrictions, may depend on the earnings or financial
condition of all of the foregoing and are subject to various business considerations. As a result, we may be unable to
gain significant, if any, access to the cash flow or assets of our subsidiaries.
The Indenture does not limit the amount of debt (secured and unsecured) that we and our subsidiaries may incur
or our ability to pay dividends, sell assets, enter into transactions with affiliates or make investments. In addition, the
Indenture does not contain any provisions that would necessarily protect holders of Notes if we become involved in a
highly leveraged transaction, reorganization, merger or other similar transaction that adversely affects us or them.
The Notes are issuable in fully registered form only, without coupons, in minimum denominations of $25 and
integral multiples thereof. The Notes are represented by one or more global notes deposited with or on behalf of DTC,
or a nominee thereof. Except as otherwise provided in the Indenture, the Notes are registered in the name of that
depositary or its nominee. We will make payments on a global security in accordance with the applicable policies of
the depositary as in effect from time to time. Under those policies, we will make payments directly to the depositary, or
its nominee, and not to any indirect holders who own beneficial interests in the global security. An indirect holder’s
right to those payments will be governed by the rules and practices of the depositary and its participants.
We are permitted, under specified conditions, to issue multiple classes of indebtedness if our asset coverage, as
defined in the 1940 Act, is at least equal to 150% immediately after each such issuance. In addition, while any
indebtedness and senior securities remain outstanding, we must make provisions to prohibit the distribution to our
stockholders or the repurchase of such securities or shares unless we meet the applicable asset coverage ratios at the
time of the distribution or repurchase. Specifically, we may be precluded from declaring dividends or repurchasing
shares of our common stock unless our asset coverage is at least 150%. We may also borrow amounts up to 5% of the
value of our total assets for temporary or emergency purposes without regard to asset coverage.
Interest Provisions Related to the Notes
Interest on the Notes accrues at the rate of 4.875% per annum and is payable quarterly on each March 30, June
30, September 30, and December 30. The interest periods will be the periods from and including an interest payment
date to, but excluding, the next interest payment date or the stated maturity date, as the case may be. We will pay
interest to those persons who were holders of record of such Notes on the first day of the month during which each
interest payment date occurs: each March 30, June 30, September 30, and December 30, which commenced June 30,
2021.
Interest on the Notes accrues from the date of original issuance and is computed on the basis of a 360-day year
comprised of twelve 30-day months. The notes are not entitled to the benefit of any sinking fund.
Interest payments are made only on a business day, defined in the Indenture as each Monday, Tuesday,
Wednesday, Thursday and Friday that is not a day on which banking institutions in New York City and Chicago are
authorized or required by law or executive order to close. If any interest payment is due on a non-business day, we will
make the payment on the next day that is a business day. Payments made on the next business day in this situation will
be treated under the Indenture as if they were made on the original due date. Such payment will not result in a default
under the Notes or the Indenture, and no interest will accrue on the payment amount from the original due date to the
next day that is a business day.
Redemption and Repayment
The Notes may be redeemed in whole or in part at any time or from time to time at our option on or after March
30, 2023, upon not less than 30 days nor more than 60 days written notice by mail prior to the date fixed for
redemption thereof, at a redemption price of $25 per Note plus accrued and unpaid interest payments otherwise
payable for the then-current quarterly interest period accrued to the date fixed for redemption.
Holders may be prevented from exchanging or transferring the Notes when they are subject to redemption. In
case any Notes are to be redeemed in part only, the redemption notice will provide that, upon surrender of such Note, a
holder will receive, without a charge, a new Note or Notes of authorized denominations representing the principal
amount of a holder’s remaining unredeemed Notes.
Any exercise of our option to redeem the Notes will be done in compliance with the 1940 Act, to the extent
applicable.
If we redeem only a portion of the Notes, the Trustee will determine the method for selection of the particular
Notes to be redeemed in compliance with the requirements of the NYSE (or such other principal national securities
exchange on which the Notes are then listed), or, if the Notes are not then listed on any national securities exchange,
on a pro rata basis, by lot, or by such method as the trustee deems fair and appropriate, in accordance with the 1940
Act to the extent applicable and in accordance with any applicable depositary procedures. Unless we default in
payment of the redemption price, on and after the date of redemption, interest will cease to accrue on the Notes called
for redemption.
Holders do not have the option to have the Notes repaid prior to the stated maturity date.
Trading Characteristics
We expect the Notes to trade at a price that takes into account the value, if any, of accrued and unpaid interest.
This means that purchasers will not pay, and sellers will not receive, accrued and unpaid interest on the Notes that is
not included in their trading price. Any portion of the trading price of a Note that is attributable to accrued and unpaid
interest will be treated as a payment of interest for U.S. federal income tax purposes and will not be treated as part of
the amount realized for purposes of determining gain or loss on the disposition of the Notes.
Certain Covenants
In addition to standard covenants relating to payment of principal and interest, maintaining an office where
payments may be made or securities surrendered for payment, payment of taxes and related matters, the following
covenants apply to the Notes.
Reporting
We have agreed to provide to holders of the Notes and the trustee (if at any time when Notes are outstanding we
are not subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act to file any periodic reports
with the SEC), our audited annual consolidated financial statements, within 90 days of our fiscal year end, and
unaudited interim consolidated financial statements, within 45 days of our fiscal quarter end (other than our fourth
fiscal quarter). All such financial statements will be prepared, in all material respects, in accordance with applicable
United States generally accepted accounting principles.
1940 Act Compliance
We have agreed that, for the period of time during which the Notes are outstanding, we will not violate Section
18(a)(1)(A) as modified by Section 61(a)(1) of the 1940 Act or any successor provisions.
We have agreed that, for the period of time during which the Notes are outstanding, we will not violate Section
18(a)(1)(B) as modified by (i) Section 61(a)(1) of the 1940 Act, the definitional provisions of the 1940 Act or any
successor provisions and after giving effect to any exemptive relief granted to us by the SEC and (ii) the two other
exceptions set forth below. These statutory provisions of the 1940 Act are not currently applicable to us and will not be
applicable to us as a result of this offering. However, if Section 18(a)(1)(B) as modified by Section 61(a)(1) of the
1940 Act were currently applicable to us in connection with this offering, these provisions would generally prohibit us
from declaring any cash dividend or distribution upon any class of our capital stock, or purchasing any such capital
stock if our asset coverage, as defined for purposes of Section 18(a)(1)(B) in the 1940 Act, were below 200% at the
time of the declaration of the dividend or distribution or purchase and after deducting the amount of such dividend,
distribution, or purchase. Under the covenant, we will be permitted to declare a cash dividend or distribution
notwithstanding the prohibition contained in Section 18(a)(1)(B) as modified by Section 61(a)(1) of the 1940 Act, but
only up to such amount as is necessary for us to maintain our status as a regulated investment company under
Subchapter M of the Internal Revenue Code of 1986. Furthermore, the covenant will not be triggered unless and until
such time as our asset coverage has not been in compliance with the minimum asset coverage required by Section
18(a)(1)(B) as modified by Section 61(a)(1) of the 1940 Act (after giving effect to any exemptive relief granted to us
by the SEC) for more than six consecutive months.
Events of Default
A holder will have rights if an Event of Default occurs in respect of the Notes and is not cured, as described later
in this subsection.
The term “Event of Default” in respect of the Notes means any of the following:
● We do not pay the principal of, or any premium on, the Notes when due, whether at maturity, upon
redemption or otherwise.
● We do not pay interest on the Notes when due, and such default is not cured within 30 days.
● We remain in breach of a covenant in respect of the Notes for 60 days after we receive a written notice
of default stating we are in breach. The notice must be sent by either the trustee, if such default is
known to a responsible officer of the trustee or a responsible officer of the trustee has received written
notice of such default, or holders of at least 25% of the principal amount of the Notes.
The acceleration of our or our subsidiaries’ indebtedness for money borrowed in aggregate principal
amount of $10 million or more so that it becomes due and payable before the date on which it would
otherwise have become due and payable, if such acceleration is not rescinded within 30 days after we
●
receive a written notice of default stating we are in breach. The notice must be sent by either the trustee
or holders of at least 25% of the principal amount of the Notes.
● We or any of our subsidiaries fail, within 30 days, to pay, bond or otherwise discharge any final, non-
appealable judgments or orders for the payment of money the total uninsured amount of which for us or
any of our subsidiaries exceeds $10 million, which are not stayed on appeal.
● We or any of our subsidiaries that is a “significant subsidiary” (as defined in Regulation S-X under the
Exchange Act) or any group of our subsidiaries that in the aggregate would constitute a “significant
subsidiary” file for bankruptcy, or certain other events of bankruptcy, insolvency or reorganization occur
and in the case of certain orders or decrees entered against us under bankruptcy law, such order or
decree remains undischarged or unstayed for a period of 60 days.
● On the last business day of each of twenty-four consecutive calendar months, we have an asset coverage
of less than 100%.
The trustee may withhold notice to the holders of the Notes any default, except in the payment of principal,
premium or interest, if it considers the withholding of notice to be in the best interests of the holders.
Remedies if an Event of Default Occurs
If an Event of Default, other than an Event of Default referred to in the second to last bullet point above with
respect to us (but including an Event of Default referred to in that bullet point solely with respect to a significant
subsidiary, or group of subsidiaries that in the aggregate would constitute a significant subsidiary of ours), has
occurred and has not been cured, the trustee, if such event of default is known to a responsible officer of the trustee or
a responsible officer of the trustee has received written notice of such event of default, or the holders of at least 25% in
principal amount of Notes may declare the entire principal amount of all the Notes to be due and immediately payable.
If an Event of Default referred to in the second to last bullet point above with respect to us (and not solely with respect
to a significant subsidiary, or group of subsidiaries that in the aggregate would constitute a significant subsidiary of
ours) has occurred, the entire principal amount of all the Notes will automatically become due and immediately
payable. This is called a declaration of acceleration of maturity. In certain circumstances, a declaration of acceleration
of maturity may be canceled by the holders of a majority in principal amount of the Notes.
The trustee is not required to take any action under the Indenture at the request of any holders unless the holders
offer the trustee reasonable protection from expenses and liability (called an “indemnity”) (Section 315 of the Trust
Indenture Act of 1939). If reasonable indemnity is provided, the holders of a majority in principal amount of the Notes
may direct the time, method and place of conducting any lawsuit or other formal legal action seeking any remedy
available to the trustee. The trustee may refuse to follow those directions in certain circumstances. No delay or
omission in exercising any right or remedy will be treated as a waiver of that right, remedy or Event of Default.
Before a holder is allowed to bypass the trustee and bring their own lawsuit or other formal legal action or take
other steps to enforce their rights or protect their interests relating to the Notes, the following must occur:
● A holder must give the trustee written notice that an Event of Default has occurred and remains uncured.
●
The holders of at least 25% in principal amount of all outstanding Notes must make a written request
that the trustee take action because of the default and must offer reasonable indemnity to the trustee
against the cost and other liabilities of taking that action.
The trustee must not have taken action for 60 calendar days after receipt of the above notice and offer of
indemnity.
The holders of a majority in principal amount of the Notes must not have given the trustee a direction
inconsistent with the above notice during that 60 calendar day period.
●
●
However, a holder is entitled at any time to bring a lawsuit for the payment of money due on Notes on or after the
due date.
Holders of a majority in principal amount of the Notes may waive any past defaults other than:
●
the payment of principal, any premium or interest; or
●
in respect of a covenant that cannot be modified or amended without the consent of each holder.
Each year, we will furnish to the trustee a written statement of certain of our officers certifying that to their
knowledge we are in compliance with the Indenture, or else specifying any default.
Merger or Consolidation
Under the terms of the Indenture, we are generally permitted to consolidate or merge with another entity. We are
also permitted to sell all or substantially all of our assets to another entity. However, we may not consolidate with or
into any other corporation or convey or transfer all or substantially all of our property or assets to any person unless all
the following conditions are met:
● Where we merge out of existence or sell our assets, the resulting entity must agree to be legally
●
responsible for all of our obligations under the Notes and the Indenture.
Immediately after giving effect to such transaction, no Default or Event of Default shall have happened
and be continuing.
● We must deliver certain certificates and documents to the trustee.
Modification or Waiver
There are three types of changes we can make to the Indenture and the Notes.
Changes Requiring Approval of Holders
First, there are changes that we cannot make to the Notes without the specific approval of the holders. The
following is a list of those types of changes:
●
●
●
●
●
●
●
●
change the stated maturity of the principal of or interest on the Notes;
reduce any amounts due on the Notes;
reduce the amount of principal payable upon acceleration of the maturity of the Notes following a
default;
adversely affect any right of repayment at the holder’s option;
change the place (except as otherwise described in the accompanying prospectus or prospectus
supplement) or currency of payment on the Notes;
impair a holder’s right to sue for payment;
reduce the percentage of holders of Notes whose consent is needed to modify or amend the Indenture;
reduce the percentage of holders of Notes whose consent is needed to waive compliance with certain
provisions of the Indenture or to waive certain defaults;
● modify any other aspect of the provisions of the Indenture dealing with supplemental indentures,
modification and waiver of past defaults, changes to the quorum or voting requirements or the waiver of
certain covenants; and
change any obligation we have to pay additional amounts.
●
Changes Not Requiring Approval
The second type of change does not require any vote by the holders of the Notes. This type is limited to
clarifications and certain other changes that would not adversely affect holders of the Notes in any material respect. We
also do not need any approval to make any change that affects only debt securities to be issued under the indenture
after the change takes effect.
Changes Requiring Majority Approval
Any other change to the Indenture and the Notes would require the following approval:
●
●
If the change affects only the Notes, it must be approved by the holders of a majority in principal
amount of the Notes outstanding at such time.
If the change affects more than one series of debt securities issued under the indenture, it must be
approved by the holders of a majority in principal amount of all of the series affected by the change,
with all affected series voting together as one class for this purpose.
The holders of a majority in principal amount of all of the series of debt securities issued under an indenture,
voting together as one class for this purpose, may waive our compliance with some of our covenants in that indenture.
However, we cannot obtain a waiver of a payment default or of any of the matters covered by the bullet points
included above under “— Changes Requiring Approval of Holders.”
Defeasance
Covenant Defeasance
Under current United States federal tax law, we can make the deposit described below and be released from some
of the restrictive covenants in the Indenture under which the Notes were issued. This is called “covenant defeasance.”
In that event, a holder would lose the protection of those restrictive covenants but would gain the protection of having
money and government securities set aside in trust to repay a holder’s Notes. In order to achieve covenant defeasance,
we must do the following:
● We must irrevocably deposit in trust for the benefit of all holders of such Notes a combination of money
and United States government or United States government agency notes or bonds that will generate
enough cash to make interest, principal and any other payments on the Notes on their various due dates.
No Default or Event of Default with respect to the Notes shall have occurred and be continuing on the
date of such deposit, or in the case of a bankruptcy Event of Default, at any time during the period
ending on the 91st day after the date of such deposit.
● We must deliver to the trustee a legal opinion of our counsel confirming that, under current U.S. federal
income tax law, we may make the above deposit without causing holders to be taxed on the Notes any
differently than if we did not make the deposit and just repaid the Notes ourselves at maturity.
We must deliver to the trustee a legal opinion of our counsel stating that the above deposit does not require
registration by us under the 1940 Act and a legal opinion and officers’ certificate stating that all conditions precedent
to covenant defeasance have been complied with.
If we accomplish covenant defeasance, a holder can still look to us for repayment of the Notes if there were a
shortfall in the trust deposit or the trustee is prevented from making payment. For example, if one of the remaining
Events of Default occurred (such as our bankruptcy) and the Notes became immediately due and payable, there might
be a shortfall. Depending on the event causing the default, a holder may not be able to obtain payment of the shortfall.
Full Defeasance
If there is a change in U.S. federal tax law, as described below, we can legally release ourselves from all payment
and other obligations on the Notes (called “full defeasance”) if we put in place the following other arrangements for a
holder to be repaid:
● We must deposit in trust for the benefit of all holders of such Notes a combination of money and United
States government or United States government agency notes or bonds that will generate enough cash to
make interest, principal and any other payments on the Notes and for payment of amounts due to the
trustee. No Default or Event of Default with respect to the Notes shall have occurred and be continuing
on the date of such deposit, or in the case of a bankruptcy Event of Default, at any time during the
period ending on the 91st day after the date of such deposit.
● We must deliver to the trustee a legal opinion confirming that there has been a change in current U.S.
federal tax law or a ruling issued by the Internal Revenue Service, or IRS, that allows us to make the
above deposit without causing holders to be taxed on the Notes any differently than if we did not make
the deposit and just repaid the Notes ourselves at maturity. Under current U.S. federal tax law, the
deposit and our legal release from the Notes would be treated as though we paid holders their share of
the cash and notes or bonds at the time the cash and notes or bonds were deposited in trust in exchange
for their Notes and holders would recognize gain or loss on the Notes at the time of the deposit.
● We must deliver to the trustee a legal opinion of our counsel stating that the above deposit does not
require registration by us under the 1940 Act and a legal opinion and officers’ certificate stating that all
conditions precedent to defeasance have been complied with.
If we ever did accomplish full defeasance, as described above, holders would have to rely solely on the trust
deposit for repayment of the Notes. Holders could not look to us for repayment in the unlikely event of any shortfall.
Conversely, the trust deposit would most likely be protected from claims of our lenders and other creditors if we ever
became bankrupt or insolvent.
No service charge will be made for any registration of transfer or any exchange of Notes, but we may require
payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith.
Satisfaction and Discharge
The Indenture will be discharged and will cease to be of further effect with respect to the Notes when either:
●
●
all the Notes that have been authenticated have been delivered to the trustee for cancellation; or
all the Notes that have not been delivered to the trustee for cancellation:
have become due and payable,
●
● will become due and payable at their stated maturity within one year, or
●
are to be called for redemption within one year, and we, in the case of the first, second and third sub-
bullets above, have irrevocably deposited or caused to be deposited with the trustee as trust funds in
trust solely for the benefit of the holders of the Notes, in amounts as will be sufficient, without
consideration of any reinvestment of interest, to pay and discharge the entire indebtedness (including all
principal, premium, if any, and interest) on such Notes delivered to the trustee for cancellation (in the
case of Notes that have become due and payable on or prior to the date of such deposit) or to the stated
maturity or redemption date, as the case may be,
● we have paid or caused to be paid all other sums payable by us under the Indenture with respect to the
Notes; and
● we have delivered to the trustee an officers’ certificate and legal opinion, each stating that all conditions
precedent provided for in the Indenture, including amounts payable to the trustee, relating to the
satisfaction and discharge of the Indenture and the Notes have been complied with.
Additional Notes and Additional Series of Notes
We may from time to time, without notice to or the consent of the registered holders of the Notes, create and
issue further notes ranking equally and ratably with the Notes in all respects, including having the same CUSIP
number, so that such further notes shall be consolidated and form a single series of notes and shall have the same terms
as to status or otherwise as the Notes. No additional notes may be issued if an event of default has occurred and is
continuing with respect to the Notes. The indenture also allows for the issuance of additional series of debt securities
from time to time.
The Trustee Under the Indenture
U.S. Bank National Association serves as the trustee under the Indenture.
Payment, Paying Agent, Registrar and Transfer Agent
The principal amount of each Note is payable on the stated maturity date at the office of the Paying Agent,
Registrar and Transfer Agent for the Notes or at such other office in New York City as we may designate. The trustee
acts as Paying Agent, Registrar and Transfer Agent for the Notes.
Governing Law
The Indenture and the Notes are governed by the laws of the State of New York.
Book-Entry Debt Securities
DTC acts as securities depository for the Notes. The Notes are issued as fully registered securities registered in
the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized
representative of DTC. One fully-registered certificate is issued for the Notes, in the aggregate principal amount of
such issue, and is deposited with DTC.
DTC is a limited-purpose trust company organized under the New York Banking Law, a “banking organization”
within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation”
within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the
provisions of Section 17A of the Exchange Act. DTC holds and provides asset servicing for issues of U.S. and non-
U.S. equity issues, corporate and municipal debt issues, and money market instruments that DTC’s participants
(“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of
sales and other securities transactions in deposited securities through electronic computerized book-entry transfers and
pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities
certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies,
clearing corporations, and certain other organizations. DTC is a wholly owned subsidiary of The Depository Trust &
Clearing Corporation (“DTCC”).
DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing
Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries.
Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers,
banks, trust companies and clearing corporations that clear through or maintain a custodial relationship with a Direct
Participant, either directly or indirectly (“Indirect Participants”).
Purchases of debt securities under the DTC system must be made by or through Direct Participants, which will
receive a credit for the debt securities on DTC’s records. The ownership interest of each actual purchaser of each
security (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial
Owners do not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to
receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from
the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of
ownership interests in the debt securities are to be accomplished by entries made on the books of Direct and Indirect
Participants acting on behalf of Beneficial Owners. Beneficial Owners do not receive certificates representing their
ownership interests in debt securities, except in the event that use of the book-entry system for the debt securities is
discontinued.
To facilitate subsequent transfers, all debt securities deposited by Direct Participants with DTC are registered in
the name of DTC’s partnership nominee, Cede & Co. or such other name as may be requested by an authorized
representative of DTC. The deposit of debt securities with DTC and their registration in the name of Cede & Co. or
such other DTC nominee do not affect any change in beneficial ownership. DTC has no knowledge of the actual
Beneficial Owners of the debt securities; DTC’s records reflect only the identity of the Direct Participants to whose
accounts such debt securities are credited, which may or may not be the Beneficial Owners. The Direct and Indirect
Participants are responsible for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to
Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.
Redemption notices shall be sent to DTC. If less than all of the debt securities within an issue are being
redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such issue to
be redeemed.
Neither DTC nor Cede & Co. (nor such other DTC nominee) will consent or vote with respect to the Notes
unless authorized by a Direct Participant in accordance with DTC’s Procedures. Under its usual procedures, DTC
mails an Omnibus Proxy to us as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s
consenting or voting rights to those Direct Participants to whose accounts the Notes are credited on the record date
(identified in a listing attached to the Omnibus Proxy).
Redemption proceeds, distributions, and dividend payments on the Notes will be made to Cede & Co., or such
other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct
Participants’ accounts upon. DTC’s receipt of funds and corresponding detail information from us or the trustee on the
payment date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to
Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities
held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such
Participant and not of DTC nor its nominee, the trustee, or us, subject to any statutory or regulatory requirements as
may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede &
Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of us or
the trustee, but disbursement of such payments to Direct Participants will be the responsibility of DTC, and
disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.
DTC may discontinue providing its services as securities depository with respect to the Notes at any time by
giving reasonable notice to us or to the trustee. Under such circumstances, in the event that a successor securities
depository is not obtained, certificates are required to be printed and delivered. We may decide to discontinue use of
the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, certificates
will be printed and delivered to DTC.
The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources
that we believe to be reliable, but we take no responsibility for the accuracy thereof.
LIST OF SUBSIDIARIES OF
HORIZON TECHNOLOGY FINANCE CORPORATION
AS OF 12/31/2021
EXHIBIT 21
Compass Horizon Funding Company LLC — Delaware Limited Liability Company
Horizon Credit II LLC — Delaware Limited Liability Company
Horizon Funding 2019-1 LLC — Delaware Limited Liability Company
Horizon Funding Trust 2019-1 – Delaware Trust
Horizon Secured Loan Fund I LLC – Delaware Limited Liability Company
Horizon Funding I, LLC – Delaware Limited Liability Company
HESP LLC – Delaware Limited Liability Company
Consent of Independent Registered Public Accounting Firm
EXHIBIT 23
We consent to the incorporation by reference in the Registration Statement on Form N-2 of Horizon Technology Finance Corporation and
its subsidiaries (the Company) of our report dated March 1, 2022, relating to the consolidated financial statements appearing in the
Annual Report on Form 10-K of the Company for the year ended December 31, 2021.
We also consent to the reference to our firm under the headings “Senior Securities” and “Independent Registered Public Accounting
Firm” in such Registration Statement on Form N-2.
/s/ RSM US LLP
Hartford, Connecticut
March 1, 2022
CERTIFICATION PURSUANT TO EXCHANGE ACT
RULES 13a-14 AND 15d-14, AS ADOPTED PURSUANT
TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
CHIEF EXECUTIVE OFFICER CERTIFICATION
EXHIBIT 31.1
I, Robert D. Pomeroy, Jr., as Chairman of the Board and Chief Executive Officer of Horizon Technology Finance Corporation, certify
that:
1. I have reviewed this Annual Report on Form 10-K of Horizon Technology Finance Corporation;
2. Based on my knowledge, this 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 this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this
report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in
Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such
evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or
is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the
equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting.
Date: March 1, 2022
By: /s/ Robert D. Pomeroy, Jr.
Chief Executive Officer and
Chairman of the Board
CERTIFICATION PURSUANT TO EXCHANGE ACT
RULES 13a-14 AND 15d-14, AS ADOPTED PURSUANT
TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
CHIEF FINANCIAL OFFICER CERTIFICATION
EXHIBIT 31.2
I, Daniel R. Trolio, Chief Financial Officer of Horizon Technology Finance Corporation, certify that:
1. I have reviewed this Annual Report on Form 10-K of Horizon Technology Finance Corporation;
2. Based on my knowledge, this 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 this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this
report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in
Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such
evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or
is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the
equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting.
Date: March 1, 2022
By: /s/ Daniel R. Trolio
Chief Financial Officer
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)
EXHIBIT 32.1
In connection with the Annual Report on Form 10-K of Horizon Technology Finance Corporation (the “Company”) for the annual
period ended December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Robert D.
Pomeroy, Jr., as Chairman of the Board and Chief Executive Officer of the Company hereby certify, to the best of my knowledge that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended;
and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of
the Company.
/s/ Robert D. Pomeroy, Jr.
Name: Robert D. Pomeroy, Jr.
Title: Chief Executive Officer and
Chairman of the Board
Date: March 1, 2022
CERTIFICATION OF CHIEF FINANCIAL OFFICER
Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)
EXHIBIT 32.2
In connection with the Annual Report on Form 10-K of Horizon Technology Finance Corporation (the “Company”) for the annual
period ended December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Daniel R.
Trolio, as Chief Financial Officer of the Company hereby certify, to the best of my knowledge that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended;
and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of
the Company.
/s/ Daniel R. Trolio
Name: Daniel R. Trolio
Title: Chief Financial Officer
Date: March 1, 2022