8-K
Horizon Technology Finance Corp (HRZN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 15, 2025
HORIZON TECHNOLOGY FINANCE CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 814-00802 | 27-2114934 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
312 Farmington Avenue
Farmington , CT 06032
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (860) 676-8654
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Ticker Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.001 per share | HRZN | The Nasdaq Stock Market LLC |
| 4.875% Notes due 2026 | HTFB | The New York Stock Exchange |
| 6.25% Notes due 2027 | HTFC | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth 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. ☐
| Section 5 | Corporate Governance and Management |
|---|---|
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On May 15, 2025, Horizon Technology Finance Corporation (the “Company”) announced that Robert D. Pomeroy, Jr. will retire as Chief Executive Officer of the Company and Gerald A. Michaud will retire as President of the Company, both effective as of June 5, 2025 immediately following the annual meeting of stockholders to be held on June 5, 2025 (the “Annual Meeting”).
Following Mr. Pomeroy’s retirement, he will continue to serve as Chairman of the Board of Directors of the Company (the “Board”) and an “interested person” (as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”)) of the Company.
As previously disclosed in the Company’s (i) definitive proxy statement on Schedule 14A filed with the Securities and Exchange Committee (“SEC”) on April 6, 2023, and an amendment to such proxy statement filed with the SEC on May 9, 2023, and (ii) definitive proxy statement on Schedule 14A filed with the SEC on December 30, 2024, following the consummation of change of control transactions involving Horizon Technology Finance Management LLC (“HTFM”), the Company’s investment adviser, the Company has agreed to ensure compliance with Section 15(f) of the 1940 Act, which includes a requirement that at least 75% of the members of the Board not be “interested persons” (as defined in Section 2(a)(19) of the 1940 Act) of the Company. To maintain compliance with Section 15(f), on June 5, 2025 immediately following the Annual Meeting, Gerald A. Michaud will resign as a director of the Company.
Neither Mr. Pomeroy nor Mr. Michaud is retiring because of any dispute or disagreement with the Company.
Mr. Pomeroy will not receive any compensation from the Company for his service as Chairman of the Board.
On May 15, 2025, the Company unanimously elected Michael P. Balkin, an independent director of the Company, as Chief Executive Officer of the Company, effective as of June 5, 2025 immediately following Mr. Michaud’s resignation as a director of the Company, to succeed Mr. Pomeroy. Mr. Balkin will continue to serve on the Board as an “interested person” (as defined in Section 2(a)(19) of the 1940 Act) of the Company following his election as Chief Executive Officer. Effective June 5, 2025, as an “interested person” of the Company, Mr. Balkin will no longer serve as a member of the Company’s Compensation Committee and Nominating and Corporate Governance Committee.
Biographical and other information about Mr. Balkin required by Item 401(b) and (e) of Regulation S-K can be found in the Company’s definitive proxy statement on Schedule 14A filed with the SEC on April 17, 2025 (the “Definitive Proxy”) and the amendment to such proxy statement on Schedule 14A filed with the SEC on May 15, 2025 (collectively with the Definitive Proxy, the “Proxy Statement”) and such information is incorporated by reference into this Item 5.02.
As an independent director from June 2023 until his election as Chief Executive Officer effective June 5, 2025, Mr. Balkin received the same compensation as the Company’s other independent directors as described in the Company’s Proxy Statement. Effective as of June 5, 2025, Mr. Balkin will also become Chief Executive Officer of HTFM and, as such, Mr. Balkin will not be permitted to receive, and will not receive, any compensation from the Company.
There are no arrangements or understandings between Mr. Balkin and any other person pursuant to which he was selected as an officer of the Company. There are also no family relationships between Mr. Balkin and any director or executive officer of the Company to be disclosed pursuant to Item 401(d) of Regulation S-K. Mr. Balkin does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
| Section 7 | Regulation FD |
|---|---|
| Item 7.01 | Regulation FD |
On May 15, 2025, the Company issued a press release pertaining to the matters described above. A copy of this press release is attached hereto as Exhibit 99.1.
The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, is being furnished pursuant to Regulation FD and no part shall not be deemed “filed” for any purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities of such Section. The information in this Current Report on Form 8-K shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Section 9 | Financial Statements and Exhibits |
|---|---|
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
| 99.1 | Press Release of the Company dated May 15, 2025. |
|---|---|
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: May 15, 2025 | HORIZON TECHNOLOGY FINANCE CORPORATION | |
|---|---|---|
| By: | /s/ Robert D. Pomeroy, Jr. | |
| Robert D. Pomeroy, Jr. | ||
| Chief Executive Officer |
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ex_818593.htm
Horizon Technology Finance Names Michael P. Balkin as Chief Executive Officer
- Founders Robert D. Pomeroy, Jr. and Gerald A. Michaud to Retire; Mr. Pomeroy to Remain Chairman of the Board of Directors -
Farmington, Connecticut – May 15, 2025 – Horizon Technology Finance Corporation (NASDAQ: HRZN) (“Horizon” or “HRZN”) (the “Company”), an affiliate of Monroe Capital, and a leading specialty finance company that provides capital in the form of secured loans to venture capital and private equity backed and publicly traded companies in the technology, life science, healthcare information and services, and sustainability industries, announced today that, as part of the Company’s succession planning, Robert D. Pomeroy, Jr. will retire as Chief Executive Officer (“CEO”) of the Company and Gerald A. Michaud will retire as President of the Company, both effective June 5, 2025.
Concurrently, the Board of Directors of the Company (the “Board”) has appointed Michael P. Balkin to succeed Mr. Pomeroy as CEO of the Company. Mr. Pomeroy will remain Chairman and an interested member of the Board after his retirement. Mr. Michaud will remain involved with the company through the end of the year.
Having previously served as an independent director of the Company since June 2023, Mr. Balkin will build on the heritage of Horizon by continuing to grow the venture debt portfolio with a renewed focus on high quality, small-cap growth companies. As CEO of Horizon, Mr. Balkin will leverage his three decades of experience and expertise as a Partner and Co-Manager of the Small-Cap Growth Fund at William Blair and Partner and Chief Investment Officer at Magnetar Investment Management, a wholly-owned subsidiary of Magnetar Capital, a multi-strategy hedge fund.
“Mike’s knowledge and experience in investment and portfolio management and construction, as well as his more than three decades of work growing small-cap and technology companies as a portfolio manager and board member makes him an excellent choice to lead Horizon during its next phase of growth,” stated Mr. Pomeroy. “The Board and I believe Mike will lead the continued expansion of the Horizon platform and drive long-term value for HRZN’s stockholders, and we are excited to work with him.”
“I want to congratulate Rob and Jerry on their well-deserved retirements. They will remain a vital and active voice for Horizon in their respective continued roles,” said Theodore L. Koenig, Chairman and CEO of Monroe Capital. “This planned leadership succession reflects the vision of the Company’s management team and Board of Directors, who have worked collaboratively to ensure a seamless and effective transition of responsibilities. Mike is the right leader to guide Horizon into its next chapter.”
“I am honored to be stepping into the role of CEO of Horizon and build upon the solid foundation laid by Rob and Jerry’s team over the past 20+ years to further expand the Horizon platform,” said Mr. Balkin. “We will continue to focus on diversification, mitigation of risk and portfolio growth while remaining true to Horizon’s investment objective of maximizing return by generating current income from debt investments and capital appreciation from the warrants it receives when making debt investments.”
About Horizon Technology Finance
Horizon Technology Finance Corporation (NASDAQ: HRZN), externally managed by Horizon Technology Finance Management LLC, an affiliate of Monroe Capital, is a leading specialty finance company that provides capital in the form of secured loans to venture capital and private equity backed companies and publicly traded companies in the technology, life science, healthcare information and services, and sustainability industries. The investment objective of Horizon is to maximize its investment portfolio’s return by generating current income from the debt investments it makes and capital appreciation from the warrants it receives when making such debt investments. Horizon is headquartered in Farmington, Connecticut, with a regional office in Pleasanton, California, and investment professionals located throughout the U.S. Monroe Capital is a premier asset management firm specializing in private credit markets across various strategies, including direct lending, technology finance, venture debt, opportunistic, structured credit, real estate and equity. To learn more, please visit horizontechfinance.com.
Forward-Looking Statements
Statements included herein may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements other than statements of historical facts included in this press release may constitute forward-looking statements and are not guarantees of future performance, condition or results and involve a number of risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in Horizon’s filings with the Securities and Exchange Commission. Horizon undertakes no duty to update any forward-looking statement made herein. All forward-looking statements speak only as of the date of this press release.
Contacts:
Investor Relations:
ICR
Garrett Edson
ir@horizontechfinance.com
(646) 200-8885
Media Relations:
ICR
Chris Gillick
HorizonPR@icrinc.com
(646) 677-1819