0001487428hrzn:SoftwareSectorMemberus-gaap:ConsumerrelatedTechnologiesMemberus-gaap:InvestmentUnaffiliatedIssuerMemberhrzn:LemongrassHoldingsIncMemberhrzn:TermLoanPrimeIndexOneMember2022-12-31UnagiIncMemberhrzn:TermLoanPrimeIndexThreeMember2022-12-31
 

 

Table of Contents



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


Form 10-Q


 

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

  

FOR THE QUARTERLY PERIOD ENDED March 31,June 30, 2023

  

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

 

27-2114934

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

312 Farmington Avenue

  

Farmington, CT

 

06032

(Address of principal executive offices)

 

(Zip Code)

 

(860) 6768654

(Registrants telephone number, including area code)

 


 

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, or a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b‑2 of the Exchange Act.

 

Large accelerated filer

 

Accelerated filer

Non-accelerated filer

 

Smaller reporting company

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

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act). Yes ☐ No ☒

 

The number of shares of the registrant’s common stock traded under the symbol “HRZN” on the Nasdaq Global Select Market, $0.001 par value per share, outstanding as of May 2,August 1, 2023 was 28,656,554.32,103,683.

 

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

 



 

 

 

 

HORIZON TECHNOLOGY FINANCE CORPORATION

 

FORM 10Q

TABLE OF CONTENTS

  

Page

PART I

Item 1

Consolidated Financial Statements.

3

   
 

Consolidated Statements of Assets and Liabilities as of March 31,June 30, 2023 (unaudited) and December 31, 2022

3

 

Consolidated Statements of Operations for the three and six months ended March 31,June 30, 2023 and 2022 (unaudited)

4

 

Consolidated Statements of Changes in Net Assets for the three and six months ended March 31,June 30, 2023 and 2022 (unaudited)

5

 

Consolidated Statements of Cash Flows for the threesix months ended March 31,June 30, 2023 and 2022 (unaudited)

6

 

Consolidated Schedules of Investments as of March 31,June 30, 2023 (unaudited) and December 31, 2022

7

 

Notes to the Consolidated Financial Statements (unaudited)

21

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

4445

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

5961

Item 4.

Controls and Procedures

6062

   
PART II

Item 1.

Legal Proceedings

6062

Item 1A.

Risk Factors

6062

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

6163

Item 3.

Defaults Upon Senior Securities

6163

Item 4.

Mine Safety Disclosures

6163

Item 5.

Other Information

6163

Item 6.

Exhibits

6163

 

Signatures

6264

EX‑31.1         

  

EX‑31.2         

  

EX‑32.1         

  

EX‑32.2         

  
 

 

2

 

 

PART I: FINANCIAL INFORMATION

 

Item 1. Consolidated Financial Statements

 

Horizon Technology Finance Corporation and Subsidiaries

 

Consolidated Statements of Assets and Liabilities

(Dollars in thousands, except share and per share data)

 

 

March 31,

 

December 31,

  

June 30,

 

December 31,

 
 

2023

  

2022

  

2023

  

2022

 
 

(Unaudited)

     

(Unaudited)

    

Assets

        

Non-affiliate investments at fair value (cost of $724,162 and $721,248, respectively)

 $714,466  $720,026 

Non-affiliate investments at fair value (cost of $723,633 and $721,248, respectively)

 $714,485  $720,026 

Non-controlled affiliate investments at fair value (cost of $0 and $0, respectively) (Note 5)

  846      906    

Total investments at fair value (cost of $724,162 and $721,248, respectively) (Note 4)

 715,312  720,026 

Total investments at fair value (cost of $723,633 and $721,248, respectively) (Note 4)

 715,391  720,026 

Cash

 19,844  20,612  24,395  20,612 

Investments in money market funds

 23,698  7,066  25,865  7,066 

Restricted investments in money market funds

 2,987  2,788  2,904  2,788 

Interest receivable

 13,843  13,573  14,893  13,573 

Other assets

  2,554   2,761   3,960   2,761 

Total assets

 $778,238  $766,826  $787,408  $766,826 
  

Liabilities

        

Borrowings (Note 7)

 $439,645  $434,078  $418,016  $434,078 

Distributions payable

 9,365  9,159  10,592  9,159 

Base management fee payable (Note 3)

 1,059  1,065  1,063  1,065 

Incentive fee payable (Note 3)

 2,978  1,392  118  1,392 

Other accrued expenses

  3,508   2,684   2,200   2,684 

Total liabilities

  456,555   448,378   431,989   448,378 
  

Commitments and contingencies (Notes 3 and 8)

              
  

Net assets

        

Preferred stock, par value $0.001 per share, 1,000,000 shares authorized, zero shares issued and outstanding as of March 31, 2023 and December 31, 2022

    

Common stock, par value $0.001 per share, 100,000,000 shares authorized, 28,544,822 and 27,920,838 shares issued and 28,377,357 and 27,753,373 shares outstanding as of March 31, 2023 and December 31, 2022, respectively

 30  29 

Preferred stock, par value $0.001 per share, 1,000,000 shares authorized, zero shares issued and outstanding as of June 30, 2023 and December 31, 2022

    

Common stock, par value $0.001 per share, 100,000,000 shares authorized, 32,263,724 and 27,920,838 shares issued and 32,096,259 and 27,753,373 shares outstanding as of June 30, 2023 and December 31, 2022, respectively

 34  29 

Paid-in capital in excess of par

 393,312  385,921  437,561  385,921 

Distributable earnings (loss)

  (71,659)  (67,502)

Distributable loss

  (82,176)  (67,502)

Total net assets

  321,683   318,448   355,419   318,448 

Total liabilities and net assets

 $778,238  $766,826  $787,408  $766,826 

Net asset value per common share

 $11.34  $11.47  $11.07  $11.47 

 

See Notes to Consolidated Financial Statements

 

 

3

Horizon Technology Finance Corporation and Subsidiaries
 

 

Consolidated Statements of Operations (Unaudited)

(Dollars in thousands, except share and per share data)

 

 

For the Three Months Ended

 

For The Six Months Ended

 
 

For the Three Months Ended

  

June 30,

  

June 30,

 
 

March 31,

  

2023

  

2022

  

2023

  

2022

 
 

2023

  

2022

  

Investment income

            

Interest income on non-affiliate investments

 $27,399  $13,853  $26,624  $17,720  $54,023  $31,573 

Fee income on non-affiliate investments

  638   351   1,493   868   2,131   1,219 

Total investment income

  28,037   14,204   28,117   18,588   56,154   32,792 

Expenses

            

Interest expense

 7,120  3,424  7,179  4,225  14,299  7,649 

Base management fee (Note 3)

 3,201  2,244  3,207  2,523  6,408  4,767 

Performance based incentive fee (Note 3)

 2,978  1,424  118  2,145  3,094  3,570 

Administrative fee (Note 3)

 440  362  368  374  808  735 

Professional fees

 658  577  447  271  1,106  848 

General and administrative

  445   344   546   362   992   706 

Total expenses

  14,842   8,375   11,865   9,900   26,707   18,275 

Net investment income before excise tax

  13,195   5,829   16,252   8,688   29,447   14,517 

Provision for excise tax

  184   100   179   106   363   206 

Net investment income

  13,011   5,729   16,073   8,582   29,084   14,311 

Net realized and unrealized loss

            

Net realized (loss) gain on non-affiliate investments

  (168)  30   (16,529)  271   (16,697)  301 

Net realized (loss) gain on investments

  (168)  30 

Net unrealized depreciation on non-affiliate investments

  (8,383)  (2,287)

Net realized loss on controlled affiliate investments

     (1,200)     (1,200)

Net realized loss on investments

  (16,529)  (929)  (16,697)  (899)

Net unrealized appreciation (depreciation) on non-affiliate investments

 548  (1,436) (7,835) (3,723)

Net unrealized appreciation on non-controlled affiliate investments

 846    60    906   

Net unrealized appreciation on controlled affiliate investments

     50      1,400      1,450 

Net unrealized depreciation on investments

  (7,537)  (2,237)

Net unrealized appreciation (depreciation) on investments

  608   (36)  (6,929)  (2,273)

Net realized and unrealized loss

  (7,705)  (2,207)  (15,921)  (965)  (23,626)  (3,172)

Net increase in net assets resulting from operations

 $5,306  $3,522  $152  $7,617  $5,458  $11,139 

Net investment income per common share

 $0.46  $0.26  $0.54  $0.35  $1.00  $0.62 

Net increase in net assets resulting from operations per common share

 $0.19  $0.16  $0.01  $0.31  $0.19  $0.48 

Distributions declared per share

 $0.33  $0.30  $0.33  $0.30  $0.66  $0.60 

Weighted average shares outstanding

  28,227,100   21,904,160   29,747,290   24,301,762   28,987,948   23,109,584 

 

See Notes to Consolidated Financial Statements

 

4

Horizon Technology Finance Corporation and Subsidiaries
 

 

Consolidated Statements of Changes in Net Assets (Unaudited)

(Dollars in thousands, except share data)

 

       

Paid-In Capital

             

Paid-In Capital

      
 

Common Stock

  

in Excess of

 

Distributable

 

Total Net

  

Common Stock

  

in Excess of

 

Distributable

 

Total Net

 
 

Shares

  

Amount

  

Par

  

Earnings

  

Assets

  

Shares

  

Amount

  

Par

  

Earnings

  

Assets

 

Balance at December 31, 2021

 21,217,460  $22  $301,359  (56,046) $245,335 

Issuance of common stock, net of offering costs

 2,750,171  3  38,184    38,187 

Net increase in net assets resulting from operations, net of excise tax:

 

Net investment income, net of excise tax

       5,729  5,729 

Net realized gain on investments

       30  30 

Net unrealized depreciation on investments

       (2,237) (2,237)

Issuance of common stock under dividend reinvestment plan

 9,506    145    145 

Distributions declared

           (7,200)  (7,200)

Balance at March 31, 2022

  23,977,137   25   339,688   (59,724)  279,989  23,977,137  $25  $339,688  (59,724) $279,989 
 

Balance at December 31, 2022

 27,753,373  29  385,921  (67,502) 318,448 

Issuance of common stock, net of offering costs

 605,848  1  7,173    7,174  868,230  1  10,340    10,341 

Net increase in net assets resulting from operations, net of excise tax:

  

Net investment income, net of excise tax

       13,011  13,011        8,582  8,582 

Net realized loss on investments

       (168) (168)       (929) (929)

Net unrealized depreciation on investments

       (7,537) (7,537)       (36) (36)

Issuance of common stock under dividend reinvestment plan

 18,136    218    218  11,737    145    145 

Distributions declared

           (9,463)  (9,463)           (7,487)  (7,487)

Balance at June 30, 2022

  24,857,104   26   350,173   (59,594)  290,605 
 

Balance at March 31, 2023

  28,377,357  $30  $393,312  $(71,659) $321,683  28,377,357  30  393,312  (71,659) 321,683 

Issuance of common stock, net of offering costs

 3,698,175  4  43,998    44,002 

Net increase in net assets resulting from operations, net of excise tax:

 

Net investment income, net of excise tax

       16,073  16,073 

Net realized loss on investments

       (16,529) (16,529)

Net unrealized appreciation on investments

       608  608 

Issuance of common stock under dividend reinvestment plan

 20,727    251    251 

Distributions declared

           (10,669)  (10,669)

Balance at June 30, 2023

  32,096,259  $34  $437,561  $(82,176) $355,419 

          

Paid-In Capital

         
  

Common Stock

  

in Excess of

  

Distributable

  

Total Net

 
  

Shares

  

Amount

  

Par

  

Earnings

  

Assets

 

Balance at December 31, 2021

  21,217,460  $22  $301,359  $(56,046) $245,335 

Issuance of common stock, net of offering costs

  3,618,401   4   48,524      48,528 

Net increase in net assets resulting from operations, net of excise tax:

                    

Net investment income, net of excise tax

           14,311   14,311 

Net realized loss on investments

           (899)  (899)

Net unrealized depreciation on investments

           (2,273)  (2,273)

Issuance of common stock under dividend reinvestment plan

  21,243      290      290 

Distributions declared

           (14,687)  (14,687)

Balance at June 30, 2022

  24,857,104   26   350,173   (59,594)  290,605 
                     

Balance at December 31, 2022

  27,753,373   29   385,921   (67,502)  318,448 

Issuance of common stock, net of offering costs

  4,304,023   5   51,171      51,176 

Net increase in net assets resulting from operations, net of excise tax:

                    

Net investment income, net of excise tax

           29,084   29,084 

Net realized loss on investments

           (16,697)  (16,697)

Net unrealized depreciation on investments

           (6,929)  (6,929)

Issuance of common stock under dividend reinvestment plan

  38,863      469      469 

Distributions declared

           (20,132)  (20,132)

Balance at June 30, 2023

  32,096,259  $34  $437,561  $(82,176) $355,419 

 

See Notes to Consolidated Financial Statements

 

5

Horizon Technology Finance Corporation and Subsidiaries
 

 

Consolidated Statements of Cash Flows (Unaudited)

(Dollars in thousands)

 

 

For the three months ended March 31,

  

For the six months ended June 30,

 
 

2023

  

2022

  

2023

  

2022

 

Cash flows from operating activities:

        

Net increase in net assets resulting from operations

 $5,306  $3,522  $5,458  $11,139 

Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by (used in) operating activities:

  

Amortization of debt issuance costs

 478  336  950  705 

Net realized loss (gain) on investments

 168  (30)

Net realized loss on investments

 16,697  899 

Net unrealized depreciation on investments

 7,537  2,237  6,929  2,273 

Purchase of investments

 (47,008) (94,485) (87,553) (253,720)

Principal payments received on investments

 39,756  14,145  64,496  87,473 

Payment-in-kind interest on investments

 (1,204)   (2,154)  

Proceeds from sale of investments

 6,520  21,280  8,506  43,426 

Equity received in settlement of fee income

 (89)  

Changes in assets and liabilities:

  

Decrease (increase) in interest receivable

 840  (866) 65  (1,019)

Increase in end-of-term payments

 (1,017) (1,285) (1,291) (1,911)

Decrease in unearned income

 (1,148) (81)

(Decrease) increase in unearned income

 (2,291) 232 

Decrease in other assets

 98  652  (717) (620)

Increase (decrease) in other accrued expenses

 824  (274)

(Decrease) increase in other accrued expenses

 (484) 91 

(Decrease) increase in base management fee payable

 (6) 79  (2) 165 

Increase (decrease) in incentive fee payable

  1,586   (591)

(Decrease) increase in incentive fee payable

  (1,274)  130 

Net cash provided by (used in) operating activities

  12,730   (55,361)  7,246   (110,737)

Cash flows from financing activities:

        

Proceeds from issuance of 2027 Notes

  50,000 

Repayment of 2019 Asset-Backed Notes

 (4,783) (12,352) (11,765) (20,702)

Proceeds from issuance of common stock, net of offering costs

 7,174  38,187  51,175  48,529 

Advances on Credit Facilities

 10,000  25,000  30,000  119,000 

Repayment of Credit Facilities

   (20,000) (35,000) (40,000)

Debt issuance costs

 (19) (550) (729) (2,170)

Distributions paid

  (9,039)  (6,227)  (18,229)  (13,306)

Net cash provided by financing activities

  3,333   24,058   15,452   141,351 

Net increase (decrease) in cash, cash equivalents and restricted cash

 16,063  (31,303)

Net increase in cash, cash equivalents and restricted cash

 22,698  30,614 

Cash, cash equivalents and restricted cash:

        

Beginning of period

  30,466   47,281   30,466   47,281 

End of period

 $46,529  $15,978  $53,164  $77,895 
  

Supplemental disclosure of cash flow information:

  

Cash paid for interest

 $6,623  $3,044  $13,409  $6,535 

Supplemental non-cash investing and financing activities:

  

Warrant investments received and recorded as unearned income

 $141  $1,174  $656  $1,845 

Distributions payable

 $9,365  $7,193  $10,592  $7,457 

End-of-term payments receivable

 $10,799  $6,522  $11,074  $7,149 

Non-cash income

 $3,944  $1,424  $7,182  $2,378 

 

 

March 31,

  

June 30,

 
 

2023

  

2022

  

2023

  

2022

 

Cash

 $19,844  $12,452  $24,395  $54,353 

Investments in money market funds

 23,698  2,011  25,865  21,959 

Restricted investments in money market funds

  2,987   1,515   2,904   1,583 

Total cash, cash equivalents and restricted cash

 $46,529  $15,978  $53,164  $77,895 

 

See Notes to Consolidated Financial Statements

 

6

Horizon Technology Finance Corporation and Subsidiaries
 

 

Consolidated Schedule of Investments (Unaudited)

March 31,June 30, 2023

(Dollars in thousands)

 

 

Portfolio Company (1)(3)

 

Sector

 

Type of Investment (7)

 

Cash Rate (4)

  

Index

 

Margin

  

Floor

  

Ceiling

  

ETP (10)

  

Maturity Date

 

Principal Amount

  

Cost of Investments (6)(9)

  

Fair Value (9)

  

Sector

 

Type of Investment (7)

 

Cash Rate (4)

  

Index

 

Margin

  

Floor

  

Ceiling

  

ETP (10)

  

Maturity Date

 

Principal Amount

  

Cost of Investments (6)(9)

  

Fair Value (9)

 

Non-Affiliate Investments — 222.1% (8)

                                     

Non-Affiliate Debt Investments — 212.8% (8)

                                     

Non-Affiliate Debt Investments — Life Science — 95.7% (8)

                                     

Non-Affiliate Investments — 201.1% (8)

                                     

Non-Affiliate Debt Investments — 192.3% (8)

                                     

Non-Affiliate Debt Investments — Life Science — 82.9% (8)

                                     

Avalo Therapeutics, Inc. (2)(5)(12)

 

Biotechnology

 

Term Loan

  14.25% 

Prime

  6.25%  9.50%  -   3.00% 

January 1, 2025

 $2,913  $2,860  $2,779  

Biotechnology

 

Term Loan

  14.50% 

Prime

  6.25%  9.50%  -   3.00% 

January 1, 2025

 $2,055  $2,011  $1,938 
   

Term Loan

  14.25% 

Prime

  6.25%  9.50%  -   3.00% 

January 1, 2025

 2,885  2,832  2,752    

Term Loan

  14.50% 

Prime

  6.25%  9.50%  -   3.00% 

January 1, 2025

 2,028  1,982  1,910 
   

Term Loan

  14.25% 

Prime

  6.25%  9.50%  -   3.00% 

January 1, 2025

 1,442  1,416  1,375    

Term Loan

  14.50% 

Prime

  6.25%  9.50%  -   3.00% 

January 1, 2025

 1,014  991  955 
   

Term Loan

  14.25% 

Prime

  6.25%  9.50%  -   3.00% 

February 1, 2025

 2,885  2,829  2,749    

Term Loan

  14.50% 

Prime

  6.25%  9.50%  -   3.00% 

February 1, 2025

 2,028  1,980  1,907 
   

Term Loan

  14.25% 

Prime

  6.25%  9.50%  -   3.00% 

February 1, 2025

 2,885  2,829  2,749    

Term Loan

  14.50% 

Prime

  6.25%  9.50%  -   3.00% 

February 1, 2025

 2,028  1,980  1,907 
   

Term Loan

  14.25% 

Prime

  6.25%  9.50%  -   3.00% 

April 1, 2025

 1,442  1,412  1,370    

Term Loan

  14.50% 

Prime

  6.25%  9.50%  -   3.00% 

April 1, 2025

 1,014  987  951 
   

Term Loan

  14.25% 

Prime

  6.25%  9.50%  -   3.00% 

April 1, 2025

 1,442  1,412  1,370    

Term Loan

  14.50% 

Prime

  6.25%  9.50%  -   3.00% 

April 1, 2025

 1,014  987  951 

Castle Creek Biosciences, Inc. (2)(12)

 

Biotechnology

 

Term Loan

  12.88% 

Prime

  6.05%  9.55%  13.50%  5.50% 

May 1, 2026

 5,000  4,895  4,895  

Biotechnology

 

Term Loan

  13.13% 

Prime

  4.88%  9.55%  13.50%  5.50% 

May 1, 2026

 5,000  4,899  4,899 
   

Term Loan

  12.88% 

Prime

  6.05%  9.55%  13.50%  5.50% 

May 1, 2026

 5,000  4,967  4,967    

Term Loan

  13.13% 

Prime

  4.88%  9.55%  13.50%  5.50% 

May 1, 2026

 5,000  4,971  4,971 
   

Term Loan

  12.88% 

Prime

  6.05%  9.55%  13.50%  5.50% 

May 1, 2026

 3,000  2,977  2,977    

Term Loan

  13.13% 

Prime

  4.88%  9.55%  13.50%  5.50% 

May 1, 2026

 3,000  2,982  2,982 
   

Term Loan

  12.88% 

Prime

  6.05%  9.55%  13.50%  5.50% 

May 1, 2026

 5,000  4,967  4,967    

Term Loan

  13.13% 

Prime

  4.88%  9.55%  13.50%  5.50% 

May 1, 2026

 5,000  4,971  4,971 
   

Term Loan

  12.88% 

Prime

  6.05%  9.55%  13.50%  5.50% 

May 1, 2026

 5,000  4,970  4,970    

Term Loan

  13.13% 

Prime

  4.88%  9.55%  13.50%  5.50% 

May 1, 2026

 5,000  4,971  4,971 
   

Term Loan

  12.88% 

Prime

  6.05%  9.55%  13.50%  5.50% 

May 1, 2026

 3,000  2,980  2,980    

Term Loan

  13.13% 

Prime

  4.88%  9.55%  13.50%  5.50% 

May 1, 2026

 3,000  2,982  2,982 

Emalex Biosciences, Inc. (2)(12)

 

Biotechnology

 

Term Loan

  12.57% 

Libor

  4.72%  9.75%  -   5.00% 

June 1, 2024

 1,979  1,965  1,965  

Biotechnology

 

Term Loan

  12.97% 

Prime

  4.72%  9.75%  -   5.00% 

June 1, 2024

 1,979  1,968  1,968 
   

Term Loan

  12.57% 

Libor

  4.72%  9.75%  -   5.00% 

June 1, 2024

 1,979  1,966  1,966    

Term Loan

  12.97% 

Prime

  4.72%  9.75%  -   5.00% 

June 1, 2024

 1,979  1,969  1,969 
   

Term Loan

  12.57% 

Libor

  4.72%  9.75%  -   5.00% 

November 1, 2025

 5,000  4,930  4,930    

Term Loan

  12.97% 

Prime

  4.72%  9.75%  -   5.00% 

November 1, 2025

 5,000  4,936  4,936 
   

Term Loan

  12.57% 

Libor

  4.72%  9.75%  -   5.00% 

May 1, 2026

 5,000  4,921  4,921    

Term Loan

  12.97% 

Prime

  4.72%  9.75%  -   5.00% 

May 1, 2026

 5,000  4,930  4,930 

Evelo Biosciences, Inc. (2)(5)(12)

 

Biotechnology

 

Term Loan

  12.25% 

Prime

  4.25%  11.00%  -  4.25% 

January 1, 2028

 10,000 9,880 9,880  

Biotechnology

 

Term Loan

  12.50% 

Prime

  4.25%  11.00%  -  4.25% 

January 1, 2028

 10,000 9,887 9,887 
   

Term Loan

  12.25% 

Prime

  4.25%  11.00%  -  4.25% 

January 1, 2028

 15,000 14,819 14,819    

Term Loan

  12.50% 

Prime

  4.25%  11.00%  -  4.25% 

January 1, 2028

 15,000 14,830 14,830 
   

Term Loan

  12.25% 

Prime

  4.25%  11.00%  -  4.25% 

January 1, 2028

 6,000 5,928 5,928    

Term Loan

  12.50% 

Prime

  4.25%  11.00%  -  4.25% 

January 1, 2028

 6,000 5,932 5,932 
   

Term Loan

  12.25% 

Prime

  4.25%  11.00%  -  4.25% 

January 1, 2028

 6,000 5,928 5,928    

Term Loan

  12.50% 

Prime

  4.25%  11.00%  -  4.25% 

January 1, 2028

 6,000 5,932 5,932 
   

Term Loan

  12.25% 

Prime

  4.25%  11.00%  -  4.25% 

January 1, 2028

 4,000 3,952 3,952    

Term Loan

  12.50% 

Prime

  4.25%  11.00%  -  4.25% 

January 1, 2028

 4,000 3,955 3,955 
   

Term Loan

  12.25% 

Prime

  4.25%  11.00%  -  4.25% 

January 1, 2028

 4,000 3,952 3,952    

Term Loan

  12.50% 

Prime

  4.25%  11.00%  -  4.25% 

January 1, 2028

 4,000 3,955 3,955 

Greenlight Biosciences, Inc. (2)(5)(12)

 

Biotechnology

 

Term Loan

  13.75% 

Prime

  5.75%  9.00%  -   3.00% 

July 1, 2025

 4,500  4,371  4,352  

Biotechnology

 

Term Loan

  14.00% 

Prime

  5.75%  9.00%  -   3.00% 

July 1, 2025

 4,000  3,886  3,859 
   

Term Loan

  13.75% 

Prime

  5.75%  9.00%  -   3.00% 

July 1, 2025

 2,250  2,187  2,177    

Term Loan

  14.00% 

Prime

  5.75%  9.00%  -   3.00% 

July 1, 2025

 2,000  1,944  1,931 

IMV Inc. (2)(5)(12)

 

Biotechnology

 

Term Loan

  13.75% 

Prime

  5.75%  9.00%  -   5.00% 

July 1, 2025

 5,000  4,951  4,759 

IMV Inc. (5)(12)(13)(15)

 

Biotechnology

 

Term Loan

  14.00% 

Prime

  5.75%  9.00%  -   5.00% 

July 1, 2025

 5,035  4,988  2,814 
   

Term Loan

  13.75% 

Prime

  5.75%  9.00%  -   5.00% 

July 1, 2025

 2,500  2,476  2,380    

Term Loan

  14.00% 

Prime

  5.75%  9.00%  -   5.00% 

July 1, 2025

 2,500  2,476  1,397 
   

Term Loan

  13.75% 

Prime

  5.75%  9.00%  -   5.00% 

January 1, 2026

 5,000  4,953  4,761    

Term Loan

  14.00% 

Prime

  5.75%  9.00%  -   5.00% 

January 1, 2026

 5,000  4,953  2,795 
   

Term Loan

  13.75% 

Prime

  5.75%  9.00%  -   5.00% 

January 1, 2026

 5,000  4,953  4,761    

Term Loan

  14.00% 

Prime

  5.75%  9.00%  -   5.00% 

January 1, 2026

 5,000  4,953  2,794 

KSQ Therapeutics, Inc. (2) (12)

 

Biotechnology

 

Term Loan

  12.75% 

Prime

  4.75%  8.50%  -   5.50% 

May 1, 2027

 6,250  6,082  6,082 

KSQ Therapeutics, Inc. (2)(12)

 

Biotechnology

 

Term Loan

  13.00% 

Prime

  4.75%  8.50%  -   5.50% 

May 1, 2027

 6,250  6,188  6,188 
   

Term Loan

  12.75% 

Prime

  4.75%  8.50%  -   5.50% 

May 1, 2027

 6,250  6,182  6,182    

Term Loan

  13.00% 

Prime

  4.75%  8.50%  -   5.50% 

May 1, 2027

 6,250  6,188  6,188 

Native Microbials, Inc (2) (12)

 

Biotechnology

 

Term Loan

  13.25% 

Prime

  5.25%  8.50%  -   5.00% 

November 1, 2026

 3,750  3,707  3,707 

Native Microbials, Inc (2)(12)

 

Biotechnology

 

Term Loan

  13.50% 

Prime

  5.25%  8.50%  -   5.00% 

November 1, 2026

 3,750  3,711  3,711 
   

Term Loan

  13.25% 

Prime

  5.25%  8.50%  -   5.00% 

November 1, 2026

 2,500  2,472  2,472    

Term Loan

  13.50% 

Prime

  5.25%  8.50%  -   5.00% 

November 1, 2026

 2,500  2,475  2,475 

PDS Biotechnology Corporation (2)(5)(12)

 

Biotechnology

 

Term Loan

  13.75% 

Prime

  5.75%  9.75%  -   3.75% 

September 1, 2026

 10,000  9,714  9,714  

Biotechnology

 

Term Loan

  14.00% 

Prime

  5.75%  9.75%  -   3.75% 

September 1, 2026

 10,000  9,727  9,727 
   

Term Loan

  13.75% 

Prime

  5.75%  9.75%  -  3.75% 

September 1, 2026

 3,750 3,702 3,702    

Term Loan

  14.00% 

Prime

  5.75%  9.75%  -  3.75% 

September 1, 2026

 3,750 3,707 3,707 
   

Term Loan

  13.75% 

Prime

  5.75%  9.75%  -   3.75% 

September 1, 2026

 3,750  3,702  3,702    

Term Loan

  14.00% 

Prime

  5.75%  9.75%  -   3.75% 

September 1, 2026

 3,750  3,707  3,707 

Provivi, Inc. (2)(12)

 

Biotechnology

 

Term Loan

  13.17% 

Libor

  8.50%  9.50%  -   5.50% 

December 1, 2024

 4,667  4,606  4,606  

Biotechnology

 

Term Loan

  13.61% 

Prime

  5.36%  9.50%  -   5.50% 

December 1, 2024

 4,667  4,605  4,605 
   

Term Loan

  13.17% 

Libor

  8.50%  9.50%  -   5.50% 

December 1, 2024

 4,667  4,606  4,606    

Term Loan

  13.61% 

Prime

  5.36%  9.50%  -   5.50% 

December 1, 2024

 4,667  4,605  4,605 
   

Term Loan

  13.17% 

Libor

  8.50%  9.50%  -   5.50% 

December 1, 2024

 2,333  2,287  2,287    

Term Loan

  13.61% 

Prime

  5.36%  9.50%  -   5.50% 

December 1, 2024

 2,333  2,289  2,289 
   

Term Loan

  13.17% 

Libor

  8.50%  9.50%  -   5.50% 

December 1, 2024

 2,333  2,287  2,287    

Term Loan

  13.61% 

Prime

  5.36%  9.50%  -   5.50% 

December 1, 2024

 2,333  2,289  2,289 
   

Term Loan

  13.17% 

Libor

  8.50%  9.50%  -   5.50% 

December 1, 2024

 2,333  2,282  2,282    

Term Loan

  13.61% 

Prime

  5.36%  9.50%  -   5.50% 

December 1, 2024

 2,333  2,284  2,284 
   

Term Loan

  13.17% 

Libor

  8.50%  9.50%  -   5.50% 

December 1, 2024

 2,333  2,282  2,282    

Term Loan

  13.61% 

Prime

  5.36%  9.50%  -   5.50% 

December 1, 2024

 2,333  2,284  2,284 

 

See Notes to Consolidated Financial Statements

 

7

Horizon Technology Finance Corporation and Subsidiaries
 

Consolidated Schedule of Investments (Unaudited)

March 31,June 30, 2023

(Dollars in thousands)

 

Portfolio Company (1)(3)

 

Sector

 

Type of Investment (7)

 

Cash Rate (4)

  

Index

 

Margin

  

Floor

  

Ceiling

  

ETP (10)

  

Maturity Date

 Principal Amount  

Cost of Investments (6)(9)

  

Fair Value (9)

  

Sector

 

Type of Investment (7)

 

Cash Rate (4)

  

Index

 

Margin

  

Floor

  

Ceiling

  

ETP (10)

  

Maturity Date

 Principal Amount  

Cost of Investments (6)(9)

  

Fair Value (9)

 

Stealth Biotherapeutics Inc. (2)(12)

 

Biotechnology

 

Term Loan

  13.50% 

Prime

 5.50% 8.75% -  6.00% 

October 1, 2025

 5,000  4,922  4,922  

Biotechnology

 

Term Loan

  13.75% 

Prime

 5.50% 8.75% -  6.00% 

October 1, 2025

 4,750  4,680  4,680 
   

Term Loan

  13.50% 

Prime

 5.50% 8.75% -  6.00% 

October 1, 2025

 2,500  2,461  2,461    

Term Loan

  13.75% 

Prime

 5.50% 8.75% -  6.00% 

October 1, 2025

 2,375  2,338  2,338 

Aerobiotix, LLC (2)(12)

 

Medical Device

 

Term Loan

  14.25% 

Prime

 6.25% 9.50% -  6.00% 

April 1, 2026

 2,500  2,467  2,361  

Medical Device

 

Term Loan

  14.50% 

Prime

 6.25% 9.50% -  6.00% 

April 1, 2026

 2,500  2,471  2,358 
   

Term Loan

  14.25% 

Prime

 6.25% 9.50% -  6.00% 

April 1, 2026

 2,500  2,467  2,361    

Term Loan

  14.50% 

Prime

 6.25% 9.50% -  6.00% 

April 1, 2026

 2,500  2,471  2,358 

Ceribell, Inc. (2)(12)

 

Medical Device

 

Term Loan

  11.25% 

Prime

 3.50% 8.25% -  5.50% 

October 1, 2024

 5,000  4,977  4,977  

Medical Device

 

Term Loan

  11.75% 

Prime

 3.50% 8.25% -  5.50% 

October 1, 2024

 5,000  4,981  4,981 
   

Term Loan

  11.25% 

Prime

 3.50% 8.25% -  5.50% 

October 1, 2024

 5,000  4,977  4,977    

Term Loan

  11.75% 

Prime

 3.50% 8.25% -  5.50% 

October 1, 2024

 5,000  4,981  4,981 
   

Term Loan

  11.25% 

Prime

 3.50% 8.25% -  5.50% 

October 1, 2024

 2,500  2,481  2,481    

Term Loan

  11.75% 

Prime

 3.50% 8.25% -  5.50% 

October 1, 2024

 2,500  2,485  2,485 
   

Term Loan

  11.25% 

Prime

 3.50% 8.25% -  5.50% 

October 1, 2024

 2,500  2,481  2,481    

Term Loan

  11.75% 

Prime

 3.50% 8.25% -  5.50% 

October 1, 2024

 2,500  2,485  2,485 

Cognoa, Inc. (2)(12)

 

Medical Device

 

Term Loan

  13.50% 

Prime

 5.50% 8.75% -  6.00% 

August 1, 2026

 5,000  4,940  4,940  

Medical Device

 

Term Loan

  13.75% 

Prime

 5.50% 8.75% -  6.00% 

August 1, 2026

 5,000  4,948  4,948 
   

Term Loan

  13.50% 

Prime

 5.50% 8.75% -  6.00% 

August 1, 2026

 2,500  2,470  2,470    

Term Loan

  13.75% 

Prime

 5.50% 8.75% -  6.00% 

August 1, 2026

 2,500  2,474  2,474 

Conventus Orthopaedics, Inc. (2)(12)

 

Medical Device

 

Term Loan

  12.67% 

Libor

 8.00% 9.25% -  10.36% 

July 1, 2025

 3,960  3,904  3,904  

Medical Device

 

Term Loan

  13.07% 

Prime

 4.82% 9.25% -  10.36% 

July 1, 2025

 3,960  3,910  3,910 
   

Term Loan

  12.67% 

Libor

 8.00% 9.25% -  10.36% 

July 1, 2025

 3,960  3,904  3,904 

Corinth Medtech, Inc. (2)(12)

 

Medical Device

 

Term Loan

  13.00% (11) 

Prime

 5.25% 8.50% - 20.00% 

June 30, 2023

 2,528 2,528 2,528 
   

Term Loan

  13.00% (11) 

Prime

 5.25% 8.50% - 20.00% 

June 30, 2023

 2,528 2,528 2,528 
   

Term Loan

  13.00% (11) 

Prime

 5.25% 8.50% - 50.00% 

June 30, 2023

 200 200 200    

Term Loan

  13.07% 

Prime

 4.82% 9.25% -  10.36% 

July 1, 2025

 3,960  3,910  3,910 

CSA Medical, Inc. (2)(12)

 

Medical Device

 

Term Loan

  12.87% 

Libor

 8.20% 10.00% -  5.00% 

January 1, 2024

 1,250  1,239  1,239  

Medical Device

 

Term Loan

  13.34% 

Prime

 5.09% 10.00% -  5.00% 

January 1, 2024

 875  867  867 
   

Term Loan

  12.87% 

Libor

 8.20% 10.00% -  5.00% 

January 1, 2024

 83  83  83    

Term Loan

  13.34% 

Prime

 5.09% 10.00% - 5.00% 

January 1, 2024

 58 58 58 
   

Term Loan

  12.87% 

Libor

 8.20% 10.00% -  5.00% 

March 1, 2024

 1,600  1,587  1,587    

Term Loan

  13.34% 

Prime

 5.09% 10.00% - 5.00% 

March 1, 2024

 1,200 1,191 1,191 

InfoBionic, Inc. (2)(12)

 

Medical Device

 

Term Loan

  14.00% 

Prime

 6.25% 9.50% -  4.00% 

October 1, 2024

 2,771  2,715  2,715  

Medical Device

 

Term Loan

  14.50% 

Prime

 6.25% 9.50% -  4.00% 

October 1, 2024

 2,771  2,724  2,724 
   

Term Loan

  14.00% 

Prime

 6.25% 9.50% -  4.00% 

June 1, 2025

 1,000  977  977    

Term Loan

  14.50% 

Prime

 6.25% 9.50% -  4.00% 

June 1, 2025

 1,000  979  979 

Magnolia Medical Technologies, Inc. (2)(12)

 

Medical Device

 

Term Loan

  12.75% 

Prime

 5.00% 9.75% -  4.00% 

March 1, 2025

 5,000  4,946  4,946  

Medical Device

 

Term Loan

  13.25% 

Prime

 5.00% 9.75% -  4.00% 

March 1, 2025

 5,000  4,953  4,953 
   

Term Loan

  12.75% 

Prime

 5.00% 9.75% -  4.00% 

March 1, 2025

 5,000  4,946  4,946    

Term Loan

  13.25% 

Prime

 5.00% 9.75% -  4.00% 

March 1, 2025

 5,000  4,953  4,953 
   

Term Loan

  12.75% 

Prime

 5.00% 9.75% -  4.00% 

March 1, 2025

 5,000  4,940  4,940    

Term Loan

  13.25% 

Prime

 5.00% 9.75% -  4.00% 

March 1, 2025

 5,000  4,948  4,948 
   

Term Loan

  12.75% 

Prime

 5.00% 9.75% -  4.00% 

March 1, 2025

 5,000  4,941  4,941    

Term Loan

  13.25% 

Prime

 5.00% 9.75% -  4.00% 

March 1, 2025

 5,000  4,949  4,949 
   

Term Loan

  12.75% 

Prime

 5.00% 9.75% -  4.00% 

January 1, 2027

 5,000  4,920  4,920    

Term Loan

  13.25% 

Prime

 5.00% 9.75% -  4.00% 

January 1, 2027

 5,000  4,927  4,927 
   

Term Loan

  12.75% 

Prime

 5.00% 9.75% -  4.00% 

January 1, 2027

 5,000  4,920  4,920    

Term Loan

  13.25% 

Prime

 5.00% 9.75% -  4.00% 

January 1, 2027

 5,000  4,927  4,927 

Robin Healthcare, Inc. (2)(12)

 

Medical Device

 

Term Loan

  13.50% 

Prime

 5.50% 10.25% -  4.00% 

November 1, 2026

 3,500  3,413  3,413  

Medical Device

 

Term Loan

  13.75% 

Prime

 5.50% 10.25% -  4.00% 

November 1, 2026

 3,500  3,417  3,417 
   

Term Loan

  13.50% 

Prime

 5.50% 10.25% -  4.00% 

November 1, 2026

 3,500  3,463  3,463    

Term Loan

  13.75% 

Prime

 5.50% 10.25% -  4.00% 

November 1, 2026

 3,500  3,467  3,467 

Scientia Vascular, Inc. (2)(12)

 

Medical Device

 

Term Loan

  12.50% 

Prime

 4.75% 8.50% -  5.00% 

January 1, 2027

 3,750  3,601  3,601  

Medical Device

 

Term Loan

  13.00% 

Prime

 4.75% 8.50% -  5.00% 

January 1, 2027

 3,750  3,659  3,659 
   

Term Loan

  12.50% 

Prime

 4.75% 8.50% -  5.00% 

January 1, 2027

 3,750  3,710  3,710    

Term Loan

  13.00% 

Prime

 4.75% 8.50% -  5.00% 

January 1, 2027

 3,750  3,714  3,714 
   

Term Loan

  13.50% 

Prime

 5.25% 9.00% - 5.00% 

March 1, 2027

 5,000 4,928 4,928 

Sonex Health, Inc. (2)(12)

 

Medical Device

 

Term Loan

  14.25% 

Prime

 6.50% 9.75% -  8.00% 

June 1, 2025

 2,500  2,478  2,478  

Medical Device

 

Term Loan

  14.75% 

Prime

 6.50% 9.75% -  8.00% 

June 1, 2025

 2,500  2,481  2,481 
   

Term Loan

  14.25% 

Prime

 6.50% 9.75% -  8.00% 

June 1, 2025

 2,500  2,478  2,478    

Term Loan

  14.75% 

Prime

 6.50% 9.75% -  8.00% 

June 1, 2025

 2,500  2,481  2,481 
   

Term Loan

  14.25% 

Prime

 6.50% 9.75% -  8.00% 

June 1, 2025

 2,500  2,478  2,478    

Term Loan

  14.75% 

Prime

 6.50% 9.75% -  8.00% 

June 1, 2025

 2,500  2,481  2,481 
   

Term Loan

  14.25% 

Prime

 6.50% 9.75% -  8.00% 

April 1, 2026

 2,500  2,459  2,459    

Term Loan

  14.75% 

Prime

 6.50% 9.75% -  8.00% 

April 1, 2026

 2,500  2,463  2,463 
   

Term Loan

  14.25% 

Prime

 6.50% 9.75% -  8.00% 

May 1, 2026

 2,500  2,458  2,458    

Term Loan

  14.75% 

Prime

 6.50% 9.75% -  8.00% 

May 1, 2026

 2,500  2,462  2,462 

Spineology, Inc. (2)(12)

 

Medical Device

 

Term Loan

  15.00% 

Prime

 7.00% 10.25% -  1.00% 

October 1, 2025

 5,000  4,969  4,969  

Medical Device

 

Term Loan

  15.25% 

Prime

 7.00% 10.25% -  1.00% 

October 1, 2025

 5,000  4,972  4,972 
   

Term Loan

  15.00% 

Prime

 7.00% 10.25% -  1.00% 

April 1, 2026

 2,500  2,483  2,483    

Term Loan

  15.25% 

Prime

 7.00% 10.25% -  1.00% 

April 1, 2026

 2,500  2,485  2,485 

 

See Notes to Consolidated Financial Statements

 

8

Horizon Technology Finance Corporation and Subsidiaries
 

Consolidated Schedule of Investments (Unaudited)

March 31,June 30, 2023

(Dollars in thousands)

 

Portfolio Company (1)(3)

 

Sector

 

Type of Investment (7)

 

Cash Rate (4)

 

Index

 

Margin

  

Floor

  

Ceiling

  

ETP (10)

  

Maturity Date

 

Principal Amount

  

Cost of Investments (6)(9)

  

Fair Value (9)

  

Sector

 

Type of Investment (7)

 

Cash Rate (4)

 

Index

 

Margin

  

Floor

  

Ceiling

  

ETP (10)

  

Maturity Date

 

Principal Amount

  

Cost of Investments (6)(9)

  

Fair Value (9)

 

Swift Health Systems Inc. (2)(12)

 

Medical Device

 

Term Loan

  13.00%

Prime

  5.25%  9.00%  -   5.00% 

July 1, 2027

 3,500  3,457  3,457  

Medical Device

 

Term Loan

  13.50%

Prime

  5.25%  9.00%  -   5.00% 

July 1, 2027

 3,500  3,460  3,460 
   

Term Loan

  13.00%

Prime

  5.25%  9.00%  -   5.00% 

July 1, 2027

 3,500   3,457   3,457    

Term Loan

  13.50%

Prime

  5.25%  9.00%  -   5.00% 

July 1, 2027

 3,500   3,460   3,460 
   

Term Loan

  13.25%

Prime

  5.25%  9.00%  -  5.00% 

July 1, 2027

 3,500 3,447 3,447    

Term Loan

  13.50%

Prime

  5.25%  9.00%  -  5.00% 

July 1, 2027

 3,500 3,450 3,450 
   

Term Loan

  13.25%

Prime

  5.25%  9.00%  -   5.00% 

July 1, 2027

 3,500   3,447   3,447    

Term Loan

  13.50%

Prime

  5.25%  9.00%  -   5.00% 

July 1, 2027

 3,500   3,450   3,450 

Total Non-Affiliate Debt Investments — Life Science

Total Non-Affiliate Debt Investments — Life Science

                        309,108   307,749 

Total Non-Affiliate Debt Investments — Life Science

                        302,687   294,452 

Non-Affiliate Debt Investments — Sustainability — 25.8% (8)

                                    

Aerofarms, Inc. (2)(12)

 

Other Sustainability

 

Term Loan

  14.75%

Prime

  6.75%  10.00%  -   3.00% 

April 1, 2026

 3,750  3,704  3,585 

Non-Affiliate Debt Investments — Sustainability — 23.4% (8)

                                    

Aerofarms, Inc. (12)

 

Other Sustainability

 

Term Loan

  15.00%

Prime

  6.75%  10.00%  -   3.00% 

April 1, 2026

 3,750  3,710  3,585 
   

Term Loan

  14.75%

Prime

  6.75%  10.00%  -   3.00% 

April 1, 2026

 3,750  3,704  3,585    

Term Loan

  15.00%

Prime

  6.75%  10.00%  -   3.00% 

April 1, 2026

 3,750  3,710  3,585 

Nexii Building Solutions, Inc. (2)(12)

 

Other Sustainability

 

Term Loan

  15.00%

Prime

  7.00%  10.25%  -   2.50% 

September 1, 2025

 7,500  7,383  7,245 

Nexii Building Solutions, Inc. (2)(12)(15)

 

Other Sustainability

 

Term Loan

  15.25%

Prime

  7.00%  10.25%  -   2.50% 

August 27, 2025

 7,500  7,395  7,024 
   

Term Loan

  15.25%

Prime

  7.00%  10.25%  -   2.50% 

August 27, 2025

 7,500  7,395  7,024 
   

Term Loan

  15.25%

Prime

  7.00%  10.25%  -   2.50% 

August 27, 2025

 7,500  7,395  7,024 
   

Term Loan

  15.00%

Prime

  7.00%  10.25%  -   2.50% 

September 1, 2025

 7,500  7,383  7,245    

Term Loan

  15.25%

Prime

  7.00%  10.25%  -   2.50% 

June 8, 2026

 5,000  4,922  4,675 
   

Term Loan

  15.00%

Prime

  7.00%  10.25%  -   2.50% 

September 1, 2025

 7,500  7,383  7,245    

Term Loan

  15.25%

Prime

  7.00%  10.25%  -   2.50% 

June 8, 2026

 5,000  4,922  4,675 
   

Term Loan

  15.00%

Prime

  7.00%  10.25%  -   2.50% 

July 1, 2026

 5,000  4,912  4,820    

Term Loan

  15.25% (11)

Prime

  7.00%  10.25%  -  -  

September 30, 2023

 680 680 646 
   

Term Loan

  15.00%

Prime

  7.00%  10.25%  -   2.50% 

July 1, 2026

 5,000  4,912  4,820    

Term Loan

  15.25% (11)

Prime

  7.00%  10.25%  -   -  

September 30, 2023

 542  542  515 

Soli Organic, Inc. (2)(12)

 

Other Sustainability

 

Term Loan

  14.75%

Prime

  6.75%  10.00%  -   2.75% 

April 1, 2026

 5,000  4,935  4,935  

Other Sustainability

 

Term Loan

  15.00%

Prime

  6.75%  10.00%  -   2.75% 

April 1, 2026

 5,000  4,942  4,942 
   

Term Loan

  14.75%

Prime

  6.75%  10.00%  -   2.75% 

April 1, 2026

 2,500  2,467  2,467    

Term Loan

  15.00%

Prime

  6.75%  10.00%  -  2.75% 

April 1, 2026

 2,500 2,471 2,471 
   

Term Loan

  14.75%

Prime

  6.75%  10.00%  -  2.75% 

May 1, 2026

 5,000 4,932 4,932    

Term Loan

  15.00%

Prime

  6.75%  10.00%  -   2.75% 

May 1, 2026

 5,000   4,940   4,940 
   

Term Loan

  14.75%

Prime

  6.75%  10.00%  -  2.75% 

May 1, 2026

 2,500 2,466 2,466    

Term Loan

  15.00%

Prime

  6.75%  10.00%  -   2.75% 

May 1, 2026

 2,500  2,470  2,470 
   

Term Loan

  13.50%

Prime

  5.50%  11.75%  -   2.75% 

December 1, 2026

 5,000   4,909   4,909    

Term Loan

  13.75%

Prime

  5.50%  11.75%  -   2.75% 

December 1, 2026

 5,000  4,917  4,917 
   

Term Loan

  13.50%

Prime

  5.50%  11.75%  -   2.75% 

December 1, 2026

 2,500  2,454  2,454    

Term Loan

  13.75%

Prime

  5.50%  11.75%  -   2.75% 

December 1, 2026

 2,500  2,458  2,458 

Temperpack Technologies, Inc. (2)(12)

 

Other Sustainability

 

Term Loan

  14.75%

Prime

  6.75%  10.00%  -   2.50% 

June 1, 2025

 3,750  3,706  3,706  

Other Sustainability

 

Term Loan

  15.00%

Prime

  6.75%  10.00%  -   2.50% 

June 1, 2026

 3,750  3,709  3,709 
   

Term Loan

  14.75%

Prime

  6.75%  10.00%  -   2.50% 

June 1, 2025

 3,750  3,720  3,720    

Term Loan

  15.00%

Prime

  6.75%  10.00%  -   2.50% 

June 1, 2026

 3,750  3,723  3,723 
   

Term Loan

  14.75%

Prime

  6.75%  10.00%  -   2.50% 

October 1, 2025

 7,500  7,431  7,431    

Term Loan

  15.00%

Prime

  6.75%  10.00%  -   2.50% 

October 1, 2026

 7,500  7,436  7,436 
   

Term Loan

  14.75%

Prime

  6.75%  10.00%  -   2.50% 

October 1, 2025

 3,750  3,715  3,715    

Term Loan

  15.00%

Prime

  6.75%  10.00%  -  2.50% 

October 1, 2026

 3,750 3,718 3,718 
   

Term Loan

  14.75%

Prime

  6.75%  10.00%  -   2.50% 

October 1, 2025

 3,750   3,715   3,715    

Term Loan

  15.00%

Prime

  6.75%  10.00%  -   2.50% 

October 1, 2026

 3,750   3,718   3,718 

Total Non-Affiliate Debt Investments — Sustainability

Total Non-Affiliate Debt Investments — Sustainability

                        83,831   82,995 

Total Non-Affiliate Debt Investments — Sustainability

                        85,173   83,255 

Non-Affiliate Debt Investments — Technology — 83.2% (8)

                                    

Non-Affiliate Debt Investments — Technology — 75.9% (8)

                                    

Axiom Space, Inc. (2)(12)

 

Communications

 

Term Loan

  13.75%

Prime

  6.00%  9.25%  -   2.50% 

June 1, 2026

 7,500  7,459  7,459  

Communications

 

Term Loan

  14.25%

Prime

  6.00%  9.25%  -   2.50% 

June 1, 2026

 7,500  7,462  7,462 
   

Term Loan

  13.75%

Prime

  6.00%  9.25%  -   2.50% 

June 1, 2026

 7,500  7,459  7,459    

Term Loan

  14.25%

Prime

  6.00%  9.25%  -   2.50% 

June 1, 2026

 7,500  7,462  7,462 
   

Term Loan

  13.75%

Prime

  6.00%  9.25%  -   2.50% 

June 1, 2026

 7,500  7,459  7,459    

Term Loan

  14.25%

Prime

  6.00%  9.25%  -  2.50% 

June 1, 2026

 7,500 7,462 7,462 

Better Place Forests Co. (12)(13)

 

Consumer-related Technologies

 

Term Loan

  14.25%

Prime

  6.25%  9.50%  -   1.85% 

July 1, 2025

 5,000  4,951  3,467  

Consumer-related Technologies

 

Term Loan

  14.50%

Prime

  6.25%  9.50%  -   1.85% 

July 1, 2025

 5,104  5,056  3,426 
   

Term Loan

  14.25%

Prime

  6.25%  9.50%  -  1.85% 

October 1, 2025

 2,500 2,474 1,733    

Term Loan

  14.50%

Prime

  6.25%  9.50%  -  1.85% 

October 1, 2025

 2,500 2,474 1,677 
   

Term Loan

  14.50%

Prime

  6.25%  9.50%  -   100.00% 

September 30, 2023

 150  150  102 
   

Term Loan

  14.50%

Prime

  6.25%  9.50%  -  100.00% 

September 30, 2023

 250 250 169 
   

Term Loan

  14.50%

Prime

  6.25%  9.50%  -  100.00% 

September 30, 2023

 250 250 169 

CAMP NYC, Inc. (2)(12)

 

Consumer-related Technologies

 

Term Loan

  15.25%

Prime

  7.25%  10.50%  -   3.00% 

May 1, 2026

 3,500  3,464  3,464  

Consumer-related Technologies

 

Term Loan

  15.50%

Prime

  7.25%  10.50%  -   3.00% 

May 1, 2026

 3,500  3,467  3,467 

Clara Foods Co. (2)(12)

 

Consumer-related Technologies

 

Term Loan

  13.50%

Prime

  5.75%  9.00%  -   5.50% 

August 1, 2025

 2,333  2,318  2,318  

Consumer-related Technologies

 

Term Loan

  14.00%

Prime

  5.75%  9.00%  -   5.50% 

August 1, 2025

 2,083  2,069  2,069 
   

Term Loan

  13.50%

Prime

  5.75%  9.00%  -   5.50% 

August 1, 2025

 2,333  2,318  2,318    

Term Loan

  14.00%

Prime

  5.75%  9.00%  -  5.50% 

August 1, 2025

 2,083 2,069 2,069 

 

See Notes to Consolidated Financial Statements

 

9

Horizon Technology Finance Corporation and Subsidiaries
 

Consolidated Schedule of Investments (Unaudited)

March 31,June 30, 2023

(Dollars in thousands)

 

Portfolio Company (1)(3)

 

Sector

 

Type of Investment (7)

 

Cash Rate (4)

 

Index

 

Margin

  

Floor

  

Ceiling

  

ETP (10)

  

Maturity Date

 

Principal Amount

  

Cost of Investments (6)(9)

  

Fair Value (9)

  

Sector

 

Type of Investment (7)

 

Cash Rate (4)

 

Index

 

Margin

  

Floor

  

Ceiling

  

ETP (10)

  

Maturity Date

 

Principal Amount

  

Cost of Investments (6)(9)

  

Fair Value (9)

 

Divergent Technologies, Inc. (2)(12)

 

Consumer-related Technologies

 

Term Loan

  11.25%

Prime

  6.00%  9.50%  11.25%  3.00% 

July 1, 2027

  3,750   3,520   3,520  

Consumer-related Technologies

 

Term Loan

  11.25%

Prime

  6.00%  9.50%  11.25%  3.00% 

July 1, 2027

  3,750   3,602   3,602 
   

Term Loan

  11.25%

Prime

  6.00%  9.50%  11.25%  3.00% 

July 1, 2027

  1,250   1,240   1,240 
   

Term Loan

  11.25%

Prime

  6.00%  9.50%  11.25%  3.00% 

July 1, 2027

  3,750   3,720   3,720 
   

Term Loan

  11.25%

Prime

  6.00%  9.50%  11.25%  3.00% 

July 1, 2027

  1,250   1,240   1,240 
   

Term Loan

  11.25%

Prime

  6.00%  9.50%  11.25%  3.00% 

July 1, 2027

  3,750   3,720   3,720 
   

Term Loan

  11.25%

Prime

  6.00%  9.50%  11.25%  3.00% 

July 1, 2027

  1,250   1,239   1,239    

Term Loan

  11.25%

Prime

  6.00%  9.50%  11.25%  3.00% 

July 1, 2027

  1,250   1,240   1,240 
   

Term Loan

  11.25%

Prime

  6.00%  9.50%  11.25%  3.00% 

July 1, 2027

  3,750   3,717   3,717    

Term Loan

  11.25%

Prime

  6.00%  9.50%  11.25%  3.00% 

January 1, 2028

  3,750  3,705  3,705 
   

Term Loan

  11.25%

Prime

  6.00%  9.50%  11.25%  3.00% 

July 1, 2027

  1,250   1,239   1,239    

Term Loan

  11.25%

Prime

  6.00%  9.50%  11.25%  3.00% 

January 1, 2028

  3,750  3,700  3,700 
   

Term Loan

  11.25%

Prime

  6.00%  9.50%  11.25%  3.00% 

July 1, 2027

  3,750   3,717   3,717    

Term Loan

  11.25%

Prime

  6.00%  9.50%  11.25%  3.00% 

April 1, 2028

  3,750  3,705  3,705 
   

Term Loan

  11.25%

Prime

  6.00%  9.50%  11.25%  3.00% 

July 1, 2027

  1,250   1,239   1,239    

Term Loan

  11.25%

Prime

  6.00%  9.50%  11.25%  3.00% 

July 1, 2028

  3,750  3,698  3,698 
   

Term Loan

  11.25%

Prime

  6.00%  9.50%  11.25%  3.00% 

January 1, 2028

  3,750  3,701  3,701    

Term Loan

  11.25%

Prime

  6.00%  9.50%  11.25%  3.00% 

July 1, 2028

  3,750  3,698  3,698 
   

Term Loan

  11.25%

Prime

  6.00%  9.50%  11.25%  3.00% 

January 1, 2028

  3,750  3,701  3,701    

Term Loan (14)

  11.25%

Prime

  6.00%  9.50%  11.25%  3.00% 

July 1, 2028

  1,250  1,250  1,250 
   

Term Loan

  11.25%

Prime

  6.00%  9.50%  11.25%  3.00% 

April 1, 2028

  3,750  3,698  3,698    

Term Loan (14)

  11.25%

Prime

  6.00%  9.50%  11.25%  3.00% 

July 1, 2028

  1,250   1,250   1,250 

Havenly, Inc. (2)(12)

 

Consumer-related Technologies

 

Term Loan

  13.00%

Prime

  5.00%  5.00%  -  4.00% 

March 1, 2027

  2,000  1,165  1,165  

Consumer-related Technologies

 

Term Loan

  13.25%

Prime

  5.00%  5.00%  -  4.00% 

March 1, 2027

  2,000  1,250  1,250 
   

Term Loan

  13.00%

Prime

  5.00%  5.00%  -  4.00% 

March 1, 2027

  3,000  1,748  1,748    

Term Loan

  13.25%

Prime

  5.00%  5.00%  -   4.00% 

March 1, 2027

  3,000   1,875   1,875 
   

Term Loan

  11.50%

Prime

  3.50%  10.50%  -  7.78% 

February 1, 2028

  2,813  2,813  2,813    

Term Loan

  11.75%

Prime

  3.50%  10.50%  -  7.78% 

February 1, 2028

  2,813  2,813  2,813 
   

Term Loan

  11.50%

Prime

  3.50%  10.50%  -   7.78% 

February 1, 2028

  2,813   2,813   2,813 

Interior Define, Inc. (2)(12)(13)

 

Consumer-related Technologies

 

Term Loan

  14.50%

Prime

  6.50%  9.75%  -   4.00% 

January 1, 2026

  3,246   3,162    
   

Term Loan

  14.50%

Prime

  6.50%  9.75%  -   4.00% 

January 1, 2026

  2,963   2,886       

Term Loan

  11.75%

Prime

  3.50%  10.50%  -   7.78% 

February 1, 2028

  2,813   2,813   2,813 

Lyrical Foods, Inc. (2)(12)

 

Consumer-related Technologies

 

Term Loan

  10.50%

Prime

  2.50%  8.00%  -   -  

September 1, 2027

  2,598   2,586   2,330  

Consumer-related Technologies

 

Term Loan

  10.75%

Prime

  2.50%  8.00%  -   -  

September 1, 2027

  2,598   2,589   2,330 

MyForest Foods Co. (2)(12)

 

Consumer-related Technologies

 

Term Loan

  14.75%

Prime

  6.75%  10.00%  -   3.00% 

October 1, 2025

  5,000   4,961   4,961  

Consumer-related Technologies

 

Term Loan

  15.00%

Prime

  6.75%  10.00%  -   3.00% 

October 1, 2025

  4,667   4,635   4,635 
   

Term Loan

  14.75%

Prime

  6.75%  10.00%  -   3.00% 

October 1, 2025

  2,500   2,480   2,480    

Term Loan

  15.00%

Prime

  6.75%  10.00%  -  3.00% 

October 1, 2025

  2,333  2,317  2,317 

NextCar Holding Company, Inc. (2)(12)

 

Consumer-related Technologies

 

Term Loan

  13.50% (11)

Prime

  5.75%  9.00%  -  5.25% 

October 31, 2023

  5,169  5,121  4,883  

Consumer-related Technologies

 

Term Loan

  14.00% (11)

Prime

  5.75%  9.00%  -  5.25% 

October 31, 2023

  5,352  5,304  4,630 
   

Term Loan

  13.50% (11)

Prime

  5.75%  9.00%  -  5.25% 

October 31, 2023

  2,067  2,050  1,955    

Term Loan

  14.00% (11)

Prime

  5.75%  9.00%  -  5.25% 

October 31, 2023

  2,141  2,124  1,854 
   

Term Loan

  13.50% (11)

Prime

  5.75%  9.00%  -  5.25% 

October 31, 2023

  2,584  2,564  2,446    

Term Loan

  14.00% (11)

Prime

  5.75%  9.00%  -  5.25% 

October 31, 2023

  2,676  2,658  2,320 
   

Term Loan

  13.50% (11)

Prime

  5.75%  9.00%  -  5.25% 

October 31, 2023

  3,101  3,076  2,934    

Term Loan

  14.00% (11)

Prime

  5.75%  9.00%  -  5.25% 

October 31, 2023

  3,211  3,189  2,784 
   

Term Loan

  13.50% (11)

Prime

  5.75%  9.00%  -  5.25% 

October 31, 2023

  2,584  2,548  2,430    

Term Loan

  14.00% (11)

Prime

  5.75%  9.00%  -  5.25% 

October 31, 2023

  2,676  2,644  2,308 
   

Term Loan

  13.50% (11)

Prime

  5.75%  9.00%  -  5.25% 

October 31, 2023

  2,584  2,548  2,430    

Term Loan

  14.00% (11)

Prime

  5.75%  9.00%  -  5.25% 

October 31, 2023

  2,676  2,644  2,308 
   

Term Loan

  13.50% (11)

Prime

  5.75%  9.00%  -  5.25% 

October 31, 2023

  5,169  5,093  4,859    

Term Loan

  14.00% (11)

Prime

  5.75%  9.00%  -  5.25% 

October 31, 2023

  5,351  5,287  4,614 
   

Term Loan

  13.50% (11)

Prime

  5.75%  9.00%  -  5.25% 

October 31, 2023

  2,584  2,545  2,428    

Term Loan

  14.00% (11)

Prime

  5.75%  9.00%  -   5.25% 

October 31, 2023

  2,676   2,642   2,306 

Optoro, Inc. (2)(12)

 

Consumer-related Technologies

 

Term Loan

  14.00%

Prime

  6.25%  9.50%  -   4.00% 

August 1, 2027

  2,500   2,355   2,355  

Consumer-related Technologies

 

Term Loan

  14.50%

Prime

  6.25%  9.50%  -   4.00% 

August 1, 2027

  2,500   2,400   2,400 
   

Term Loan

  14.50%

Prime

  6.25%  9.50%  -   4.00% 

July 1, 2028

  1,875   1,779   1,779 

Primary Kids, Inc. (2)(12)

 

Consumer-related Technologies

 

Term Loan

  15.00%

Prime

  7.25%  10.50%  -   3.00% 

March 1, 2025

  2,300   2,277   2,277  

Consumer-related Technologies

 

Term Loan

  15.50%

Prime

  7.25%  10.50%  -   3.00% 

March 1, 2025

  2,000   1,980   1,980 
   

Term Loan

  15.00%

Prime

  7.25%  10.50%  -   3.00% 

March 1, 2025

  2,300   2,277   2,277    

Term Loan

  15.50%

Prime

  7.25%  10.50%  -  3.00% 

March 1, 2025

  2,000  1,980  1,980 
   

Term Loan

  15.00%

Prime

  7.25%  10.50%  -   3.00% 

September 1, 2025

  2,900   2,870   2,870    

Term Loan

  15.50%

Prime

  7.25%  10.50%  -  3.00% 

September 1, 2025

  2,600  2,573  2,573 

Unagi, Inc. (2)(12)

 

Consumer-related Technologies

 

Term Loan

  15.75% (11)

Prime

  7.75%  11.00%  -  -  

May 1, 2027

  1,065  1,041  1,041  

Consumer-related Technologies

 

Term Loan

  16.00% (11)

Prime

  7.75%  11.00%  -  -  

May 1, 2027

  1,108  1,086  868 
   

Term Loan

  15.75% (11)

Prime

  7.75%  11.00%  -  -  

May 1, 2027

  533  520  520    

Term Loan

  16.00% (11)

Prime

  7.75%  11.00%  -   -  

May 1, 2027

  554   543   434 
   

Term Loan

  15.75% (11)

Prime

  7.75%  11.00%  -  -  

May 1, 2027

  533  521  521    

Term Loan

  16.00% (11)

Prime

  7.75%  11.00%  -   -  

May 1, 2027

  554   543   434 

Liqid, Inc. (2)(12)

 

Networking

 

Term Loan

  14.00%

Prime

  6.25%  9.50%  -   4.00% 

September 1, 2024

  2,833   2,793   2,793  

Networking

 

Term Loan

  14.50%

Prime

  6.25%  9.50%  -   4.00% 

September 1, 2024

  2,333   2,300   2,300 
   

Term Loan

  14.00%

Prime

  6.25%  9.50%  -   4.00% 

September 1, 2024

  2,833   2,793   2,793    

Term Loan

  14.50%

Prime

  6.25%  9.50%  -   4.00% 

September 1, 2024

  2,333   2,300   2,300 
   

Term Loan

  14.00%

Prime

  6.25%  9.50%  -   4.00% 

September 1, 2024

  1,417   1,395   1,395    

Term Loan

  14.50%

Prime

  6.25%  9.50%  -   4.00% 

September 1, 2024

  1,167   1,149   1,149 
   

Term Loan

  14.00%

Prime

  6.25%  9.50%  -   4.00% 

September 1, 2024

  1,417   1,395   1,395    

Term Loan

  14.50%

Prime

  6.25%  9.50%  -   4.00% 

September 1, 2024

  1,167   1,149   1,149 
   

Term Loan

  14.00%

Prime

  6.25%  9.50%  -   4.00% 

September 1, 2024

  1,417   1,371   1,371    

Term Loan

  14.50%

Prime

  6.25%  9.50%  -   4.00% 

September 1, 2024

  1,167   1,129   1,129 

BriteCore Holdings, Inc. (2)(12)

 

Software

 

Term Loan

  14.50%

Prime

  6.75%  10.00%  -   5.00% 

March 1, 2026

  2,500   2,488   2,488  

Software

 

Term Loan

  15.00%

Prime

  6.75%  10.00%  -   5.00% 

March 1, 2026

  2,500   2,489   2,489 
   

Term Loan

  14.50%

Prime

  6.75%  10.00%  -   5.00% 

March 1, 2026

  2,500   2,488   2,488    

Term Loan

  15.00%

Prime

  6.75%  10.00%  -   5.00% 

March 1, 2026

  2,500   2,489   2,489 
   

Term Loan

  14.50%

Prime

  6.75%  10.00%  -   3.00% 

March 1, 2027

  2,500   2,467   2,467    

Term Loan

  15.00%

Prime

  6.75%  10.00%  -  3.00% 

March 1, 2027

  2,500  2,469  2,469 
   

Term Loan

  14.50%

Prime

  6.75%  10.00%  -   3.00% 

March 1, 2027

  2,500   2,467   2,467    

Term Loan

  15.00%

Prime

  6.75%  10.00%  -  3.00% 

March 1, 2027

  2,500  2,469  2,469 

Decisyon, Inc. (12)

 

Software

 

Term Loan

  17.43%

Prime

  9.43%  12.68%  -   50.43% 

December 31, 2022

  3,284   3,284   2,750 

 

See Notes to Consolidated Financial Statements

 

10

Horizon Technology Finance Corporation and Subsidiaries
 

Consolidated Schedule of Investments (Unaudited)

March 31,June 30, 2023

(Dollars in thousands)

 

Portfolio Company (1)(3)

 

Sector

 

Type of Investment (7)

 

Cash Rate (4)

 

Index

 

Margin

  

Floor

  

Ceiling

  

ETP (10)

  

Maturity Date

 

Principal Amount

  

Cost of Investments (6)(9)

  

Fair Value (9)

  

Sector

 

Type of Investment (7)

 

Cash Rate (4)

 

Index

 

Margin

  

Floor

  

Ceiling

  

ETP (10)

  

Maturity Date

 

Principal Amount

  

Cost of Investments (6)(9)

  

Fair Value (9)

 

Dropoff, Inc. (2)(12)

 

Software

 

Term Loan

  14.50%

Prime

  6.50%  9.75%  -   3.50% 

April 1, 2026

  6,500   6,359   6,359  

Software

 

Term Loan

  14.75%

Prime

  6.50%  9.75%  -   3.50% 

April 1, 2026

  6,500   6,370   6,370 
   

Term Loan

  14.50%

Prime

  6.50%  9.75%  -   3.50% 

April 1, 2026

  6,000   5,869   5,869    

Term Loan

  14.75%

Prime

  6.50%  9.75%  -   3.50% 

April 1, 2026

  6,000   5,880   5,880 
   

Term Loan

  14.50%

Prime

  6.50%  9.75%  -   3.50% 

August 1, 2026

  2,500   2,442   2,442    

Term Loan

  14.75%

Prime

  6.50%  9.75%  -   3.50% 

August 1, 2026

  2,500   2,447   2,447 

Engage3, LLC (2)(12)

 

Software

 

Term Loan

  14.00%

Prime

  6.25%  9.75%  -   4.50% 

July 1, 2027

  3,750   3,680   3,680  

Software

 

Term Loan

  14.50%

Prime

  6.25%  9.75%  -   4.50% 

July 1, 2027

  3,750   3,723   3,723 
   

Term Loan

  14.00%

Prime

  6.25%  9.75%  -   4.50% 

July 1, 2027

  3,750   3,720   3,720 

Groundspeed Analytics, Inc. (2)(12)

 

Software

 

Term Loan

  13.50%

Prime

  5.50%  11.00%  18.00%  3.00% 

December 1, 2026

  5,000  4,802  4,802 
   

Term Loan

  13.50%

Prime

  5.50%  11.00%  18.00%  3.00% 

December 1, 2026

  5,000  4,953  4,953 
   

Convertible Note

  15.00%               

September 10,2024

  500  500  500    

Term Loan

  14.50%

Prime

  6.25%  9.75%  -   4.50% 

July 1, 2027

  3,750   3,723   3,723 

Kodiak Robotics, Inc. (2)(12)

 

Software

 

Term Loan

  13.50%

Prime

  5.50%  10.25%  -   4.00% 

April 1, 2026

  10,000   9,843   9,843  

Software

 

Term Loan

  13.75%

Prime

  5.50%  10.25%  -   4.00% 

April 1, 2026

  10,000   9,860   9,860 
   

Term Loan

  13.50%

Prime

  5.50%  10.25%  -   4.00% 

April 1, 2026

  10,000   9,843   9,843    

Term Loan

  13.75%

Prime

  5.50%  10.25%  -  4.00% 

April 1, 2026

  10,000  9,860  9,860 
   

Term Loan

  13.50%

Prime

  5.50%  10.25%  -   4.00% 

April 1, 2026

  5,000   4,921   4,921    

Term Loan

  13.75%

Prime

  5.50%  10.25%  -  4.00% 

April 1, 2026

  5,000  4,930  4,930 
   

Term Loan

  13.50%

Prime

  5.50%  10.25%  -   4.00% 

April 1, 2026

  5,000   4,921   4,921    

Term Loan

  13.75%

Prime

  5.50%  10.25%  -   4.00% 

April 1, 2026

  5,000   4,930   4,930 

Lemongrass Holdings, Inc. (2)(12)

 

Software

 

Term Loan

  14.50%

Prime

  6.50%  9.75%  -   2.50% 

March 1, 2026

  5,000   4,953   4,953  

Software

 

Term Loan

  14.75%

Prime

  6.50%  9.75%  -   2.50% 

March 1, 2026

  5,000   4,959   4,959 
   

Term Loan

  14.50%

Prime

  6.50%  9.75%  -  2.50% 

March 1, 2026

  2,500  2,477  2,477    

Term Loan

  14.75%

Prime

  6.50%  9.75%  -   2.50% 

March 1, 2026

  2,500   2,480   2,480 

Lytics, Inc. (2)(12)

 

Software

 

Term Loan

  13.75%

Prime

  6.00%  9.25%  -   3.00% 

November 1, 2026

  2,500   2,411   2,411  

Software

 

Term Loan

  14.25%

Prime

  6.00%  12.25%  -   3.00% 

November 1, 2026

  2,500   2,414   2,414 
   

Term Loan

  13.75%

Prime

  6.00%  12.25%  -   3.00% 

December 1, 2026

  1,250   1,232   1,232    

Term Loan

  14.25%

Prime

  6.00%  12.25%  -   3.00% 

December 1, 2026

  1,250   1,234   1,234 
   

Term Loan

  13.75%

Prime

  6.00%  12.25%  -   3.00% 

April 1, 2027

  1,000   984   984    

Term Loan

  14.25%

Prime

  6.00%  12.25%  -  3.00% 

April 1, 2027

  1,000  985  985 

Noodle Partners, Inc. (2)(12)

 

Software

 

Term Loan

  13.00%

Prime

  5.00%  12.00%  -  3.00% 

March 1, 2027

  10,000  9,733  9,733  

Software

 

Term Loan

  13.25%

Prime

  5.00%  12.00%  -  3.00% 

March 1, 2027

  10,000  9,741  9,741 
   

Term Loan

  13.00%

Prime

  5.00%  12.00%  -   3.00% 

March 1, 2027

  5,000   4,928   4,928    

Term Loan

  13.25%

Prime

  5.00%  12.00%  -   3.00% 

March 1, 2027

  5,000   4,932   4,932 
   

Term Loan

  13.00%

Prime

  5.00%  12.00%  -   3.00% 

March 1, 2027

  5,000   4,928   4,928    

Term Loan

  13.25%

Prime

  5.00%  12.00%  -   3.00% 

March 1, 2027

  5,000   4,933   4,933 

Reputation Institute, Inc. (2)(12)

 

Software

 

Term Loan

  15.00%

Prime

  7.25%  10.50%  -   3.00% 

August 1, 2025

  4,833   4,772   4,772  

Software

 

Term Loan

  15.50%

Prime

  7.25%  10.50%  -   3.00% 

August 1, 2025

  4,333   4,278   4,278 

Slingshot Aerospace, Inc. (2)(12)

 

Software

 

Term Loan

  13.75%

Prime

  5.75%  9.75%  -   5.00% 

August 1, 2026

  5,000   4,940   4,940  

Software

 

Term Loan

  14.00%

Prime

  5.75%  9.75%  -   5.00% 

August 1, 2026

  5,000   4,946   4,946 
   

Term Loan

  13.75%

Prime

  5.75%  9.75%  -   5.00% 

August 1, 2026

  5,000   4,940   4,940    

Term Loan

  14.00%

Prime

  5.75%  9.75%  -   5.00% 

August 1, 2026

  5,000   4,946   4,946 
   

Term Loan

  13.75%

Prime

  5.75%  9.75%  -   5.00% 

August 1, 2026

  5,000   4,875   4,875    

Term Loan

  14.00%

Prime

  5.75%  9.75%  -   5.00% 

August 1, 2026

  5,000   4,882   4,882 
   

Term Loan

  13.75%

Prime

  5.75%  9.75%  -   5.00% 

August 1, 2026

  5,000   4,940   4,940    

Term Loan

  14.00%

Prime

  5.75%  9.75%  -   5.00% 

August 1, 2026

  5,000   4,946   4,946 

Supply Network Visibility Holdings LLC (2)(12)

 

Software

 

Term Loan

  14.25%

Prime

  6.50%  9.75%  -   4.00% 

February 1, 2025

  3,208   3,183   3,183  

Software

 

Term Loan

  12.50%

Prime

  4.25%  12.00%  -   2.50% 

June 1, 2028

  2,500   2,456   2,456 
   

Term Loan

  14.25%

Prime

  6.50%  9.75%  -   4.00% 

February 1, 2025

  3,208   3,183   3,183    

Term Loan

  12.50%

Prime

  4.25%  12.00%  -   2.50% 

June 1, 2028

  3,500   3,488   3,488 
   

Term Loan

  14.25%

Prime

  6.50%  9.75%  -   4.00% 

December 1, 2025

  2,500   2,475   2,475    

Term Loan

  12.50%

Prime

  4.25%  12.00%  -   2.50% 

June 1, 2028

  2,500   2,491   2,491 
   

Term Loan

  14.25%

Prime

  6.50%  9.75%  -   4.00% 

December 1, 2025

  2,500   2,475   2,475    

Term Loan

  12.50%

Prime

  4.25%  12.00%  -   2.50% 

June 1, 2028

  1,500   1,495   1,495 

Viken Detection Corporation (2)(12)

 

Software

 

Term Loan

  12.25%

Prime

  4.00%  11.75%  -   3.50% 

June 1, 2027

  5,000   4,762   4,762 
   

Term Loan

  12.25%

Prime

�� 4.00%  11.75%  -   3.50% 

June 1, 2027

  2,500   2,461   2,461 
   

Term Loan

  12.25%

Prime

  4.00%  11.75%  -   3.50% 

June 1, 2027

  2,500   2,461   2,461 

Total Non-Affiliate Debt Investments — Technology

Total Non-Affiliate Debt Investments — Technology

                         277,916   267,673 

Total Non-Affiliate Debt Investments — Technology

                        276,563   269,863 

Non-Affiliate Debt Investments — Healthcare information and services — 8.1% (8)

                                       

Non-Affiliate Debt Investments — Healthcare information and services — 10.1% (8)

                                       

Hound Labs inc. (2) (12)

 

Diagnostics

 

Term Loan

  14.00%

Prime

  6.00%  9.25%  -   3.50% 

June 1, 2026

  2,500   2,388   2,388  

Diagnostics

 

Term Loan

  14.25%

Prime

  6.00%  9.25%  -   3.50% 

June 1, 2026

  2,500   2,478   2,478 
   

Term Loan

  14.00%

Prime

  6.00%  9.25%  -   3.50% 

June 1, 2026

  2,500   2,476   2,476    

Term Loan

  14.25%

Prime

  6.00%  9.25%  -   3.50% 

June 1, 2026

  2,500   2,478   2,478 
   

Term Loan

  14.00%

Prime

  6.00%  9.25%  -   3.50% 

June 1, 2026

  5,000   4,951   4,951 

Secure Transfusion Services, Inc. (12)(13)

 

Other Healthcare

 

Term Loan

  13.75%

Prime

  5.75%  9.00%  -   4.00% 

October 1, 2025

  4,719   4,658   46 
   

Term Loan

  13.75%

Prime

  5.75%  9.00%  -  4.00% 

December 31, 2025

  2,217  2,182  5    

Term Loan

  14.25%

Prime

  6.00%  9.25%  -   3.50% 

June 1, 2026

  5,000   4,957   4,957 

BrightInsight, Inc. (2)(12)

 

Software

 

Term Loan

  13.25%

Prime

  5.50%  9.50%  -   3.00% 

August 1, 2027

  7,000   6,663   6,663  

Software

 

Term Loan

  13.75%

Prime

  5.50%  9.50%  -   3.00% 

August 1, 2027

  7,000   6,670   6,670 
   

Term Loan

  13.25%

Prime

  5.50%  9.50%  -  3.00% 

August 1, 2027

  3,500  3,452  3,452    

Term Loan

  13.75%

Prime

  5.50%  9.50%  -  3.00% 

August 1, 2027

  3,500  3,455  3,455 
   

Term Loan

  13.25%

Prime

  5.50%  9.50%  -  3.00% 

August 1, 2027

  3,500  3,452  3,452    

Term Loan

  13.75%

Prime

  5.50%  9.50%  -  3.00% 

August 1, 2027

  3,500  3,455  3,455 
   

Term Loan

  13.50%

Prime

  5.50%  9.50%  -  3.00% 

April 1, 2028

  2,750  2,704  2,704    

Term Loan

  13.75%

Prime

  5.50%  9.50%  -  3.00% 

April 1, 2028

  2,750  2,706  2,706 

SafelyYou, Inc. (2)(12)

 

Software

 

Term Loan

  11.50%

Prime

  3.25%  11.00%  -  5.00% 

June 1, 2027

  5,000  4,635  4,635 
   

Term Loan

  11.50%

Prime

  3.25%  11.00%  -  5.00% 

June 1, 2027

  5,000  4,905  4,905 

Total Non-Affiliate Debt Investments — Healthcare information and services

Total Non-Affiliate Debt Investments — Healthcare information and services

                         32,926   26,137 

Total Non-Affiliate Debt Investments — Healthcare information and services

                         35,739   35,739 

Total Non- Affiliate Debt Investments

Total Non- Affiliate Debt Investments

                        703,781   684,554 

Total Non- Affiliate Debt Investments

                         700,162   683,309 

 

See Notes to Consolidated Financial Statements

 

11

Horizon Technology Finance Corporation and Subsidiaries
 

Consolidated Schedule of Investments (Unaudited)

March 31,June 30, 2023

(Dollars in thousands)

 

         

Cost of

 

Fair

          

Cost of

 

Fair

 

Portfolio Company (1)(3)

 

Sector

 

Type of Investment (7)

 

Number of Shares

  

Investments (6)(9)

  

Value (9)

  

Sector

 

Type of Investment (7)

 

Number of Shares

  

Investments (6)(9)

  

Value (9)

 

Non-Affiliate Warrant Investments — 8.0% (8)

              

Non-Affiliate Warrants — Life Science — 2.1% (8)

              

Non-Affiliate Warrant Investments — 7.2% (8)

              

Non-Affiliate Warrants — Life Science — 1.8% (8)

              

Avalo Therapeutics, Inc. (2)(5)(12)

 

Biotechnology

 

Common Stock Warrant

  26,444  311    

Biotechnology

 

Common Stock Warrant

  26,444  311   

Castle Creek Biosciences, Inc. (2)(12)

 

Biotechnology

 

Preferred Stock Warrant

  7,404  214  329  

Biotechnology

 

Preferred Stock Warrant

  7,404  212  338 

Corvium, Inc. (2)(12)

 

Biotechnology

 

Preferred Stock Warrant

  661,956  53    

Biotechnology

 

Preferred Stock Warrant

  661,956  53   

Emalex Biosciences, Inc. (2)(12)

 

Biotechnology

 

Preferred Stock Warrant

  110,402  176  256  

Biotechnology

 

Preferred Stock Warrant

  110,402  175  264 

Evelo Biosciences, Inc. (2)(5)(12)

 

Biotechnology

 

Common Stock Warrant

  463,915  126    

Biotechnology

 

Common Stock Warrant

  23,196  126   

Greenlight Biosciences, Inc. (2)(5)(12)

 

Biotechnology

 

Common Stock Warrant

  47,452  366    

Biotechnology

 

Common Stock Warrant

  47,452  366   

Imunon, Inc. (2)(5)(12)

 

Biotechnology

 

Common Stock Warrant

  19,671  66    

Biotechnology

 

Common Stock Warrant

  19,671  66   

IMV Inc. (2)(5)(12)

 

Biotechnology

 

Common Stock Warrant

  39,774  67   

IMV Inc. (2)(5)(12)(15)

 

Biotechnology

 

Common Stock Warrant

  39,774  67   

KSQ Therapeutics, Inc. (2) (12)

 

Biotechnology

 

Preferred Stock Warrant

  48,076  50  56  

Biotechnology

 

Preferred Stock Warrant

  48,076  50  58 

Mustang Bio, Inc. (2)(5)(12)

 

Biotechnology

 

Common Stock Warrant

  252,161  141    

Biotechnology

 

Common Stock Warrant

  16,611  146   

Native Microbials, Inc (2)(12)

 

Biotechnology

 

Preferred Stock Warrant

  103,679  64  159  

Biotechnology

 

Preferred Stock Warrant

  103,679  64  163 

PDS Biotechnology Corporation (2)(5)(12)

 

Biotechnology

 

Common Stock Warrant

  299,848  160  937  

Biotechnology

 

Common Stock Warrant

  299,848  160  651 

Provivi, Inc. (2)(12)

 

Biotechnology

 

Preferred Stock Warrant

  254,609  401  128  

Biotechnology

 

Preferred Stock Warrant

  293,488  442  173 

Rocket Pharmaceuticals Corporation (5)(12)

 

Biotechnology

 

Common Stock Warrant

  7,051  17  2 

Stealth Biotherapeutics Inc. (2)(12)

 

Biotechnology

 

Common Stock Warrant

  318,181  264  28  

Biotechnology

 

Common Stock Warrant

  318,181  264  125 

vTv Therapeutics Inc. (2)(5)(12)

 

Biotechnology

 

Common Stock Warrant

  95,293  44    

Biotechnology

 

Common Stock Warrant

  95,293  44   

Xeris Pharmaceuticals, Inc. (2)(5)(12)

 

Biotechnology

 

Common Stock Warrant

  126,000  72  9  

Biotechnology

 

Common Stock Warrant

  126,000  72  58 

AccuVein Inc. (2)(12)

 

Medical Device

 

Common Stock Warrant

  1,175  24    

Medical Device

 

Common Stock Warrant

  1,175  24   

Aerin Medical, Inc. (2)(12)

 

Medical Device

 

Preferred Stock Warrant

  1,818,183  66  1,196  

Medical Device

 

Preferred Stock Warrant

  1,818,183  66  1,204 

Aerobiotix, LLC (2)(12)

 

Medical Device

 

Preferred Stock Warrant

  27,330  48  31  

Medical Device

 

Preferred Stock Warrant

  27,330  48  32 

Canary Medical Inc. (2)(12)

 

Medical Device

 

Preferred Stock Warrant

  12,153  86  1,862  

Medical Device

 

Preferred Stock Warrant

  12,153  86  1,319 

Ceribell, Inc. (2)(12)

 

Medical Device

 

Preferred Stock Warrant

  145,483  69  206  

Medical Device

 

Preferred Stock Warrant

  145,483  69  211 

Cognoa, Inc. (2)(12)

 

Medical Device

 

Preferred Stock Warrant

  775,000  144  173  

Medical Device

 

Preferred Stock Warrant

  4,106,174  145  178 

Conventus Orthopaedics, Inc. (2)(12)

 

Medical Device

 

Preferred Stock Warrant

  7,972,222  221  221  

Medical Device

 

Preferred Stock Warrant

  7,972,222  221  229 

CSA Medical, Inc. (2)(12)

 

Medical Device

 

Preferred Stock Warrant

  1,375,727  153  148  

Medical Device

 

Preferred Stock Warrant

  1,375,727  150  154 

CVRx, Inc. (2)(5)(12)

 

Medical Device

 

Common Stock Warrant

  47,410  76  72  

Medical Device

 

Common Stock Warrant

  47,410  76  278 

Infobionic, Inc. (2)(12)

 

Medical Device

 

Preferred Stock Warrant

  317,647  124  51  

Medical Device

 

Preferred Stock Warrant

  317,647  124  52 

Magnolia Medical Technologies, Inc. (2)(12)

 

Medical Device

 

Preferred Stock Warrant

  809,931 194 390 

Meditrina, Inc. (2)(12)

 

Medical Device

 

Preferred Stock Warrant

  233,993 83 101 

Robin Healthcare, Inc. (2)(12)

 

Medical Device

 

Preferred Stock Warrant

  86,066 16 16 

Scientia Vascular, Inc (2)(12)

 

Medical Device

 

Preferred Stock Warrant

  27,036 57 64 

Sonex Health, Inc. (2)(12)

 

Medical Device

 

Preferred Stock Warrant

  1,098,805 98 125 

VERO Biotech LLC (2)(12)

 

Medical Device

 

Preferred Stock Warrant

  408 53 1 

Swift Health Systems Inc. (2)(12)

 

Medical Device

 

Preferred Stock Warrant

  135,484  71  84 

Total Non-Affiliate Warrants — Life Science

         4,199  6,268 

 

See Notes to Consolidated Financial Statements

 

12

Horizon Technology Finance Corporation and Subsidiaries
 

Consolidated Schedule of Investments (Unaudited)

March 31,June 30, 2023

(Dollars in thousands)

 

         

Cost of

 

Fair

          

Cost of

 

Fair

 

Portfolio Company (1)(3)

 

Sector

 

Type of Investment (7)

 

Number of Shares

  

Investments (6)(9)

  

Value (9)

  

Sector

 

Type of Investment (7)

 

Number of Shares

  

Investments (6)(9)

  

Value (9)

 

Magnolia Medical Technologies, Inc. (2)(12)

 

Medical Device

 

Preferred Stock Warrant

  809,931  194  379 

Meditrina, Inc. (2)(12)

 

Medical Device

 

Preferred Stock Warrant

  233,993  83  98 

Robin Healthcare, Inc. (2)(12)

 

Medical Device

 

Preferred Stock Warrant

  86,066 16 15 

Scientia Vascular, Inc (2)(12)

 

Medical Device

 

Preferred Stock Warrant

  19,662  40  45 

Sonex Health, Inc. (2)(12)

 

Medical Device

 

Preferred Stock Warrant

  605,313  98  120 

VERO Biotech LLC (2)(12)

 

Medical Device

 

Preferred Stock Warrant

  408  53  1 

Swift Health Systems Inc. (2)(12)

 

Medical Device

 

Preferred Stock Warrant

  135,484   71   81 

Total Non-Affiliate Warrants — Life Science

      4,158   6,603 

Non-Affiliate Warrants — Sustainability — 0.2% (8)

                            

Aerofarms, Inc. (2)(12)

 

Other Sustainability

 

Preferred Stock Warrant

  201,537  61  72  

Other Sustainability

 

Preferred Stock Warrant

  201,537  61   

LiquiGlide, Inc. (2)(12)

 

Other Sustainability

 

Common Stock Warrant

  61,359  39  53  

Other Sustainability

 

Common Stock Warrant

  61,359  36  56 

Nexii Building Solutions, Inc. (2)(12)

 

Other Sustainability

 

Common Stock Warrant

  204,195  490  1 

Nexii Building Solutions, Inc. (2)(12)(15)

 

Other Sustainability

 

Common Stock Warrant

  213,746  490   

Soli Organic, Inc. (2)(12)

 

Other Sustainability

 

Preferred Stock Warrant

  681  214  354  

Other Sustainability

 

Preferred Stock Warrant

  681  214  365 

Temperpack Technologies, Inc. (2)(12)

 

Other Sustainability

 

Preferred Stock Warrant

  34,604   118   259  

Other Sustainability

 

Preferred Stock Warrant

  34,604   121   266 

Total Non-Affiliate Warrants — Sustainability

Total Non-Affiliate Warrants — Sustainability

      922   739 

Total Non-Affiliate Warrants — Sustainability

     922   687 

Non-Affiliate Warrants — Technology — 5.1% (8)

              

Non-Affiliate Warrants — Technology — 4.6% (8)

              

Axiom Space, Inc. (2)(12)

 

Communications

 

Common Stock Warrant

  1,991  46  64  

Communications

 

Common Stock Warrant

  1,991  45  67 

Intelepeer Holdings, Inc. (2)(12)

 

Communications

 

Preferred Stock Warrant

  2,936,535  138  3,251  

Communications

 

Preferred Stock Warrant

  2,936,535  138  3,272 

PebblePost, Inc. (2)(12)

 

Communications

 

Preferred Stock Warrant

  598,850  91  170  

Communications

 

Preferred Stock Warrant

  598,850  92  139 

Alula Holdings, Inc. (2)(12)

 

Consumer-related Technologies

 

Preferred Stock Warrant

  20,000  93  64  

Consumer-related Technologies

 

Preferred Stock Warrant

  20,000  93   

Aterian, Inc. (2)(5)(12)

 

Consumer-related Technologies

 

Common Stock Warrant

  76,923  195    

Consumer-related Technologies

 

Common Stock Warrant

  76,923  195   

Better Place Forests Co. (12)

 

Consumer-related Technologies

 

Preferred Stock Warrant

  2,672  26    

Consumer-related Technologies

 

Preferred Stock Warrant

  10,690  26   

Caastle, Inc. (2)(12)

 

Consumer-related Technologies

 

Preferred Stock Warrant

  268,591  68  1,057  

Consumer-related Technologies

 

Preferred Stock Warrant

  268,591  67  1,058 

CAMP NYC, Inc. (2)(12)

 

Consumer-related Technologies

 

Preferred Stock Warrant

  17,605  22    

Consumer-related Technologies

 

Preferred Stock Warrant

  75,997  22  30 

Clara Foods Co. (2)(12)

 

Consumer-related Technologies

 

Preferred Stock Warrant

  46,745  30  124  

Consumer-related Technologies

 

Preferred Stock Warrant

  46,745  30  126 

Divergent Technologies, Inc. (2)(12)

 

Consumer-related Technologies

 

Preferred Stock Warrant

  33,742  70  237  

Consumer-related Technologies

 

Preferred Stock Warrant

  37,294  95  276 

Havenly, Inc. (2)(12)

 

Consumer-related Technologies

 

Common Stock Warrant

  1,312,500  2,942  2,674  

Consumer-related Technologies

 

Common Stock Warrant

  1,312,500  2,947  2,677 

MyForest Foods Co. (2)(12)

 

Consumer-related Technologies

 

Preferred Stock Warrant

  143  29  36  

Consumer-related Technologies

 

Preferred Stock Warrant

  250  29  61 

NextCar Holding Company, Inc. (2)(12)

 

Consumer-related Technologies

 

Preferred Stock Warrant

  1,261,253  197  17  

Consumer-related Technologies

 

Preferred and Common Stock Warrant

  1,237,370  197   

Optoro, Inc. (2)(12)

 

Consumer-related Technologies

 

Preferred Stock Warrant

  6,600  104  104  

Consumer-related Technologies

 

Preferred Stock Warrant

  11,550  182  182 

Primary Kids, Inc. (2)(12)

 

Consumer-related Technologies

 

Preferred Stock Warrant

  553,778  57  427  

Consumer-related Technologies

 

Preferred Stock Warrant

  553,778  57  595 

Quip NYC Inc. (2)(12)

 

Consumer-related Technologies

 

Preferred Stock Warrant

  6,191  325  532  

Consumer-related Technologies

 

Preferred Stock Warrant

  6,191  325  536 

Unagi, Inc. (2)(12)

 

Consumer-related Technologies

 

Preferred Stock Warrant

  171,081  32  111  

Consumer-related Technologies

 

Preferred Stock Warrant

  171,081  32   

Updater, Inc.(2)(12)

 

Consumer-related Technologies

 

Common Stock Warrant

  108,333  34  42  

Consumer-related Technologies

 

Common Stock Warrant

  108,333  34  11 

CPG Beyond, Inc. (2)(12)

 

Data Storage

 

Preferred Stock Warrant

  500,000  242  903  

Data Storage

 

Preferred Stock Warrant

  500,000  242  912 

Silk, Inc. (2)(12)

 

Data Storage

 

Preferred and Common Stock Warrant

  442,110  234  399  

Data Storage

 

Preferred Stock Warrant

  394,110  175  148 

Global Worldwide LLC (2)(12)

 

Internet and Media

 

Preferred Stock Warrant

  245,810  75    

Internet and Media

 

Preferred Stock Warrant

  245,810  75  63 

Rocket Lawyer Incorporated (2)(12)

 

Internet and Media

 

Preferred Stock Warrant

  261,721  92  352  

Internet and Media

 

Preferred Stock Warrant

  261,721  92  360 

Skillshare, Inc. (2)(12)

 

Internet and Media

 

Preferred Stock Warrant

  139,074  162  1,231  

Internet and Media

 

Preferred Stock Warrant

  139,074  162  1,211 

Liqid, Inc. (2)(12)

 

Networking

 

Preferred Stock Warrant

  344,102  364  237  

Networking

 

Preferred Stock Warrant

  344,102  364  247 

Halio, Inc. (2)(12)

 

Power Management

 

Preferred Stock Warrant

  5,002,574  1,585  2,808  

Power Management

 

Preferred Stock Warrant

  5,002,574  1,585  2,898 

Avalanche Technology, Inc. (2)(12)

 

Semiconductors

 

Preferred and Common Stock Warrants

  6,081  57    

Semiconductors

 

Preferred and Common Stock Warrant

  6,081  57   

BriteCore Holdings, Inc. (2)(12)

 

Software

 

Preferred Stock Warrant

  77,828  21  67  

Software

 

Preferred Stock Warrant

  77,828  21  70 

Decisyon, Inc. (12)

 

Software

 

Common Stock Warrant

  82,967  46   

Dropoff, Inc. (2)(12)

 

Software

 

Common Stock Warrant

  516,732  455  196  

Software

 

Common Stock Warrant

  516,732  455  169 

E La Carte, Inc. (2)(5)(12)

 

Software

 

Common Stock Warrant

  147,361  60    

Software

 

Common Stock Warrant

  147,361  60  121 

Groundspeed Analytics, Inc. (2)(12)

 

Software

 

Preferred Stock Warrant

  86,300 7 1 

Everstream Holdings, LLC (2)(12)

 

Software

 

Preferred Stock Warrant

  350,000 70 70 

Kodiak Robotics, Inc. (2)(12)

 

Software

 

Preferred Stock Warrant

  639,918  275  287  

Software

 

Preferred Stock Warrant

  639,918  273  299 

Lemongrass Holdings, Inc. (2)(12)

 

Software

 

Preferred Stock Warrant

  101,308  35  40  

Software

 

Preferred Stock Warrant

  101,308  34  41 

Lotame Solutions, Inc. (2)(12)

 

Software

 

Preferred Stock Warrant

  71,305  19  53  

Software

 

Preferred Stock Warrant

  71,305  21  57 

Lytics, Inc. (2)(12)

 

Software

 

Preferred Stock Warrant

  85,543  43  46  

Software

 

Preferred Stock Warrant

  85,543  46  18 

Noodle Partners, Inc. (2)(12)

 

Software

 

Preferred Stock Warrant

  84,037  116  116  

Software

 

Preferred Stock Warrant

  84,037  116  120 

Reputation Institute, Inc. (2)(12)

 

Software

 

Preferred Stock Warrant

  3,731  61  46  

Software

 

Preferred Stock Warrant

  3,731  56  50 

Revinate Holdings, Inc. (2)(12)

 

Software

 

Preferred Stock Warrant

  682,034  44  97  

Software

 

Preferred Stock Warrant

  682,034  44  101 

Riv Data Corp. (2)(12)

 

Software

 

Preferred Stock Warrant

  321,428  12  296 

SIGNiX, Inc. (12)

 

Software

 

Preferred Stock Warrant

  186,235  225    

Software

 

Preferred Stock Warrant

  186,235  225   

Slingshot Aerospace, Inc. (2)(12)

 

Software

 

Preferred Stock Warrant

  309,208  123  135  

Software

 

Preferred Stock Warrant

  309,208  123  135 

Supply Network Visibility Holdings LLC (2)(12)

 

Software

 

Preferred Stock Warrant

  682  64  140  

Software

 

Preferred Stock Warrant

  682  64  140 

Topia Mobility, Inc. (2)(12)

 

Software

 

Preferred Stock Warrant

  3,049,607  138    

Software

 

Preferred Stock Warrant

  3,049,607  138   

Viken Detection Corporation (2)(12)

 

Software

 

Preferred Stock Warrant

  345,443  120  120 

xAd, Inc. (2)(12)

 

Software

 

Preferred Stock Warrant

  4,343,348   177   11  

Software

 

Preferred Stock Warrant

  4,343,348   177   12 

Total Non-Affiliate Warrants — Technology

Total Non-Affiliate Warrants — Technology

     9,231   16,371 

Total Non-Affiliate Warrants — Technology

      9,401   16,392 

 

See Notes to Consolidated Financial Statements

 

13

Horizon Technology Finance Corporation and Subsidiaries
 

Consolidated Schedule of Investments (Unaudited)

March 31,June 30, 2023

(Dollars in thousands)

 

        

Cost of

 

Fair

         

Cost of

 

Fair

 

Portfolio Company (1)(3)

 

Sector

 

Type of Investment (7)

 

Number of Shares

  

Investments (6)(9)

  

Value (9)

  

Sector

 

Type of Investment (7)

 

Number of Shares

  

Investments (6)(9)

  

Value (9)

 

Non-Affiliate Warrants — Healthcare information and services — 0.6% (8)

                          

Hound Labs, Inc (2) (12)

 

Diagnostics

 

Preferred Stock Warrant

 159,893  47  53  

Diagnostics

 

Preferred Stock Warrant

 171,370  47  56 

Kate Farms, Inc. (2)(12)

 

Other Healthcare

 

Preferred Stock Warrant

 82,965  102  1,363  

Other Healthcare

 

Preferred Stock Warrant

 82,965  101  1,374 

Secure Transfusion Services, Inc. (12)

 

Other Healthcare

 

Preferred Stock Warrant

 77,690  48   

BrightInsight, Inc. (2)(12)

 

Software

 

Preferred Stock Warrant

 85,066  167  175  

Software

 

Preferred Stock Warrant

 85,066  167  181 

Medsphere Systems Corporation (2)(12)

 

Software

 

Preferred Stock Warrant

 7,097,792   60   354  

Software

 

Preferred Stock Warrant

 7,097,792   61   362 

SafelyYou, Inc. (2)(12)

 

Software

 

Preferred Stock Warrant

 150,353  163  163 

Total Non-Affiliate Warrants — Healthcare information and services

Total Non-Affiliate Warrants — Healthcare information and services

     424   1,945 

Total Non-Affiliate Warrants — Healthcare information and services

     539   2,136 

Total Non-Affiliate Warrants

Total Non-Affiliate Warrants

     14,735   25,658 

Total Non-Affiliate Warrants

     15,061   25,483 

Non-Affiliate Other Investments — 0.4% (8)

                          

Lumithera, Inc. (12)

 

Medical Device

 

Royalty Agreement

    1,200  1,100  

Medical Device

 

Royalty Agreement

    1,200  1,100 

ZetrOZ, Inc. (12)

 

Medical Device

 

Royalty Agreement

        200  

Medical Device

 

Royalty Agreement

        200 

Total Non-Affiliate Other Investments

Total Non-Affiliate Other Investments

     1,200   1,300 

Total Non-Affiliate Other Investments

     1,200   1,300 

Non-Affiliate Equity — 0.9% (8)

             

Non-Affiliate Equity — 1.2% (8)

             

Castle Creek Biosciences, Inc. (12)

 

Biotechnology

 

Common Stock

 1,162  250  250  

Biotechnology

 

Common Stock

 1,162  250  250 

Emalex Biosciences, Inc. (12)

 

Biotechnology

 

Common Stock

 32,831  356  356  

Biotechnology

 

Common Stock

 32,831  356  356 

Getaround, Inc. (2)(5)

 

Consumer-related Technologies

 

Common Stock

 87,082  253  25  

Consumer-related Technologies

 

Common Stock

 87,082  253  30 

NextCar Holding Company, Inc. (2)(12)

 

Technology

 

Preferred Stock

 2,688,971  89  89 

SnagAJob.com, Inc. (12)

 

Consumer-related Technologies

 

Common Stock

 82,974  9  83  

Consumer-related Technologies

 

Common Stock

 82,974  9  83 

Lumithera, Inc. (12)

 

Medical Device

 

Common Stock

 392,651  2,000  1,700  

Medical Device

 

Common Stock

 392,651  2,000  1,700 

Tigo Energy, Inc. (12)

 

Other Sustainability

 

Preferred Stock

 22,313  8  27 

Tigo Energy, Inc. (5)(12)

 

Other Sustainability

 

Common Stock

 5,205  111  97 

Branded Online, Inc. (2)(5)

 

Software

 

Common Stock

 5,398  1,075  14  

Software

 

Common Stock

 5,398  1,079  8 

Decisyon, Inc. (12)

 

Software

 

Preferred and Common Stock

 72,638,663  229    

Software

 

Preferred Stock

 280,000  2,800  1,281 

Lotame, Inc. (12)

 

Software

 

Preferred Stock

 66,127  5  193  

Software

 

Preferred Stock

 66,127  2  193 

Axiom Space, Inc. (12)

 

Technology

 

Preferred Stock

 1,810   261   306  

Technology

 

Preferred Stock

 1,810   261   306 

Total Non-Affiliate Equity

Total Non-Affiliate Equity

     4,446   2,954 

Total Non-Affiliate Equity

     7,210   4,393 

Total Non-Affiliate Portfolio Investment Assets

Total Non-Affiliate Portfolio Investment Assets

    $724,162  $714,466 

Total Non-Affiliate Portfolio Investment Assets

    $723,633  $714,485 

Non-controlled Affiliate Investments — 0.3% (8)

                          

Non-controlled Affiliate Equity — Life Science —0.3% (8)

                          

Cadrenal Therapeutics, Inc. (5)

 

Biotechnology

 

Common Stock

 600,000      846  

Biotechnology

 

Common Stock

 600,000      906 

Total Non-Controlled Affiliate Equity

Total Non-Controlled Affiliate Equity

    $   846 

Total Non-Controlled Affiliate Equity

    $   906 

Total Non-Controlled Affiliate Portfolio Investment Assets

Total Non-Controlled Affiliate Portfolio Investment Assets

    $   846 

Total Non-Controlled Affiliate Portfolio Investment Assets

    $   906 

Total Portfolio Investment Assets — 222.4% (8)

    $724,162  $715,312 

Total Portfolio Investment Assets — 201.4% (8)

Total Portfolio Investment Assets — 201.4% (8)

    $723,633  $715,391 
                      

 


(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.States, unless otherwise noted.

(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”, together with the Key Facility, the "Credit Facilities") with several entities owned or affiliated with New York Life Insurance Company (“NYL Noteholders”), 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 “2019 Asset-Backed Notes”), 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 $157.8 million securitization of secured loans the Company completed on November 9, 2022 (the “2022 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 March 31,June 30, 2023 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 March 31,June 30, 2023, 6.3%6.4% and 6.2%5.3% 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. PIK interest is accrued, added to the principal balance of the debt investment, and payable at maturity.

(12)

The fair value of the investment was valued using significant unobservable inputs.

(13)

Debt investment is on non-accrual status as of March 31,June 30, 2023.

(14)

Debt investment sold to third party on July 3, 2023.

(15)Entity is organized under the laws of Canada and has a principal place of business in Canada.

 

See Notes to Consolidated Financial Statements

 

14

Horizon Technology Finance Corporation and Subsidiaries
 

Consolidated Schedule of Investments

December 31, 2022

(Dollars in thousands)

 

Portfolio Company (1)(3)

 

Sector

 

Type of Investment (7)

 

Cash Rate (4)

 

Index

 

Margin

  

Floor

  

Ceiling

  

ETP (10)

  

Maturity Date

 

Principal Amount

  

Cost of Investments (6)(9)

  

Fair Value (9)

  

Sector

 

Type of Investment (7)

 

Cash Rate (4)

 

Index

 

Margin

  

Floor

  

Ceiling

  

ETP (10)

  

Maturity Date

 

Principal Amount

  

Cost of Investments (6)(9)

  

Fair Value (9)

 

Non-Affiliate Investments — 226.1% (8)

                                                                      

Non-Affiliate Debt Investments — 215.5% (8)

                                                                      

Non-Affiliate Debt Investments — Life Science — 99.7% (8)

                                                                      

Avalo Therapeutics, Inc. (2)(5)(12)

 

Biotechnology

 

Term Loan

  13.75%

Prime

 6.25%  9.50%  -   3.00% 

January 1, 2025

 $2,885  $2,853  $2,777  

Biotechnology

 

Term Loan

  13.75%

Prime

 6.25%  9.50%  -   3.00% 

January 1, 2025

 $2,885  $2,853  $2,777 
   

Term Loan

  13.75%

Prime

 6.25%  9.50%  -   3.00% 

January 1, 2025

 2,885  2,823  2,750    

Term Loan

  13.75%

Prime

 6.25%  9.50%  -   3.00% 

January 1, 2025

 2,885  2,823  2,750 
   

Term Loan

  13.75%

Prime

 6.25%  9.50%  -   3.00% 

January 1, 2025

 1,442  1,411  1,374    

Term Loan

  13.75%

Prime

 6.25%  9.50%  -   3.00% 

January 1, 2025

 1,442  1,411  1,374 
   

Term Loan

  13.75%

Prime

 6.25%  9.50%  -   3.00% 

February 1, 2025

 2,885  2,821  2,748    

Term Loan

  13.75%

Prime

 6.25%  9.50%  -   3.00% 

February 1, 2025

 2,885  2,821  2,748 
   

Term Loan

  13.75%

Prime

 6.25%  9.50%  -   3.00% 

February 1, 2025

 2,885  2,821  2,748    

Term Loan

  13.75%

Prime

 6.25%  9.50%  -   3.00% 

February 1, 2025

 2,885  2,821  2,748 
   

Term Loan

  13.75%

Prime

 6.25%  9.50%  -   3.00% 

April 1, 2025

 1,442  1,408  1,371    

Term Loan

  13.75%

Prime

 6.25%  9.50%  -   3.00% 

April 1, 2025

 1,442  1,408  1,371 
   

Term Loan

  13.75%

Prime

 6.25%  9.50%  -   3.00% 

April 1, 2025

 1,442  1,408  1,371    

Term Loan

  13.75%

Prime

 6.25%  9.50%  -   3.00% 

April 1, 2025

 1,442  1,408  1,371 

Castle Creek Biosciences, Inc. (2)(12)

 

Biotechnology

 

Term Loan

  12.50%

Prime

 6.05%  9.55%  13.50%  5.50% 

May 1, 2026

 5,000 4,891 4,891  

Biotechnology

 

Term Loan

  12.50%

Prime

 6.05%  9.55%  13.50%  5.50% 

May 1, 2026

 5,000 4,891 4,891 
   

Term Loan

  12.50%

Prime

 6.05%  9.55%  13.50%  5.50% 

May 1, 2026

 5,000  4,963  4,963    

Term Loan

  12.50%

Prime

 6.05%  9.55%  13.50%  5.50% 

May 1, 2026

 5,000  4,963  4,963 
   

Term Loan

  12.50%

Prime

 6.05%  9.55%  13.50%  5.50% 

May 1, 2026

 3,000  2,978  2,978    

Term Loan

  12.50%

Prime

 6.05%  9.55%  13.50%  5.50% 

May 1, 2026

 3,000  2,978  2,978 
   

Term Loan

  12.50%

Prime

 6.05%  9.55%  13.50%  5.50% 

May 1, 2026

 5,000  4,963  4,963    

Term Loan

  12.50%

Prime

 6.05%  9.55%  13.50%  5.50% 

May 1, 2026

 5,000  4,963  4,963 
   

Term Loan

  12.50%

Prime

 6.05%  9.55%  13.50%  5.50% 

May 1, 2026

 5,000 4,963 4,963    

Term Loan

  12.50%

Prime

 6.05%  9.55%  13.50%  5.50% 

May 1, 2026

 5,000 4,963 4,963 
   

Term Loan

  12.50%

Prime

 6.05%  9.55%  13.50%  5.50% 

May 1, 2026

 3,000  2,978  2,978    

Term Loan

  12.50%

Prime

 6.05%  9.55%  13.50%  5.50% 

May 1, 2026

 3,000  2,978  2,978 

Emalex Biosciences, Inc. (2)(12)

 

Biotechnology

 

Term Loan

  12.07%

Libor

 7.90%  9.75%  -   5.00% 

June 1, 2024

 1,979  1,962  1,962  

Biotechnology

 

Term Loan

  12.07%

Libor

 7.90%  9.75%  -   5.00% 

June 1, 2024

 1,979  1,962  1,962 
   

Term Loan

  12.07%

Libor

 7.90%  9.75%  -   5.00% 

June 1, 2024

 1,979  1,963  1,963    

Term Loan

  12.07%

Libor

 7.90%  9.75%  -   5.00% 

June 1, 2024

 1,979  1,963  1,963 
   

Term Loan

  12.07%

Libor

 7.90%  9.75%  -   5.00% 

November 1, 2025

 5,000  4,923  4,923    

Term Loan

  12.07%

Libor

 7.90%  9.75%  -   5.00% 

November 1, 2025

 5,000  4,923  4,923 
   

Term Loan

  12.07%

Libor

 7.90%  9.75%  -   5.00% 

May 1, 2026

 5,000  4,912  4,912    

Term Loan

  12.07%

Libor

 7.90%  9.75%  -   5.00% 

May 1, 2026

 5,000  4,912  4,912 

Evelo Biosciences, Inc. (2)(5)(12)

 

Biotechnology

 

Term Loan

  11.75%

Prime

 4.75%  11.00%  -   4.25% 

January 1, 2028

 10,000  9,872  9,872  

Biotechnology

 

Term Loan

  11.75%

Prime

 4.75%  11.00%  -   4.25% 

January 1, 2028

 10,000  9,872  9,872 
   

Term Loan

  11.75%

Prime

 4.75%  11.00%  -  4.25% 

January 1, 2028

 15,000 14,808 14,808    

Term Loan

  11.75%

Prime

 4.75%  11.00%  -  4.25% 

January 1, 2028

 15,000 14,808 14,808 
   

Term Loan

  11.75%

Prime

 4.75%  11.00%  -   4.25% 

January 1, 2028

 6,000  5,923  5,923    

Term Loan

  11.75%

Prime

 4.75%  11.00%  -   4.25% 

January 1, 2028

 6,000  5,923  5,923 
   

Term Loan

  11.75%

Prime

 4.75%  11.00%  -  4.25% 

January 1, 2028

 6,000 5,923 5,923    

Term Loan

  11.75%

Prime

 4.75%  11.00%  -  4.25% 

January 1, 2028

 6,000 5,923 5,923 
   

Term Loan

  11.75%

Prime

 4.75%  11.00%  -   4.25% 

January 1, 2028

 4,000  3,949  3,949    

Term Loan

  11.75%

Prime

 4.75%  11.00%  -   4.25% 

January 1, 2028

 4,000  3,949  3,949 
   

Term Loan

  11.75%

Prime

 4.75%  11.00%  -   4.25% 

January 1, 2028

 4,000  3,949  3,949    

Term Loan

  11.75%

Prime

 4.75%  11.00%  -   4.25% 

January 1, 2028

 4,000  3,949  3,949 

F-Star Therapeutics, Inc. (2)(5)(12)

 

Biotechnology

 

Term Loan

  13.25%

Prime

 6.25%  9.50%  -   4.00% 

April 1, 2025

 2,500  2,476  2,476  

Biotechnology

 

Term Loan

  13.25%

Prime

 6.25%  9.50%  -   4.00% 

April 1, 2025

 2,500  2,476  2,476 
   

Term Loan

  13.25%

Prime

 6.25%  9.50%  -   4.00% 

July 1, 2025

 2,500  2,473  2,473    

Term Loan

  13.25%

Prime

 6.25%  9.50%  -   4.00% 

July 1, 2025

 2,500  2,473  2,473 

Greenlight Biosciences, Inc. (2)(5)(12)

 

Biotechnology

 

Term Loan

  13.25%

Prime

 5.75%  9.00%  -   3.00% 

July 1, 2025

 5,000  4,857  4,857  

Biotechnology

 

Term Loan

  13.25%

Prime

 5.75%  9.00%  -   3.00% 

July 1, 2025

 5,000  4,857  4,857 
   

Term Loan

  13.25%

Prime

 5.75%  9.00%  -   3.00% 

July 1, 2025

 2,500  2,430  2,430    

Term Loan

  13.25%

Prime

 5.75%  9.00%  -   3.00% 

July 1, 2025

 2,500  2,430  2,430 

IMV Inc. (2)(5)(12)

 

Biotechnology

 

Term Loan

  13.25%

Prime

 5.75%  9.00%  -   5.00% 

July 1, 2025

 5,000  4,946  4,946 

IMV Inc. (2)(5)(12)(14)

 

Biotechnology

 

Term Loan

  13.25%

Prime

 5.75%  9.00%  -   5.00% 

July 1, 2025

 5,000  4,946  4,946 
   

Term Loan

  13.25%

Prime

 5.75%  9.00%  -   5.00% 

July 1, 2025

 2,500  2,473  2,473    

Term Loan

  13.25%

Prime

 5.75%  9.00%  -   5.00% 

July 1, 2025

 2,500  2,473  2,473 
   

Term Loan

  13.25%

Prime

 5.75%  9.00%  -   5.00% 

January 1, 2026

 5,000  4,947  4,947    

Term Loan

  13.25%

Prime

 5.75%  9.00%  -   5.00% 

January 1, 2026

 5,000  4,947  4,947 
   

Term Loan

  13.25%

Prime

 5.75%  9.00%  -   5.00% 

January 1, 2026

 5,000  4,947  4,947    

Term Loan

  13.25%

Prime

 5.75%  9.00%  -   5.00% 

January 1, 2026

 5,000  4,947  4,947 

KSQ Therapeutics, Inc. (2) (12)

 

Biotechnology

 

Term Loan

  12.25%

Prime

 4.75%  8.50%  -   5.50% 

May 1, 2027

 6,250  6,077  6,077  

Biotechnology

 

Term Loan

  12.25%

Prime

 4.75%  8.50%  -   5.50% 

May 1, 2027

 6,250  6,077  6,077 
   

Term Loan

  12.25%

Prime

 4.75%  8.50%  -   5.50% 

May 1, 2027

 6,250  6,177  6,177    

Term Loan

  12.25%

Prime

 4.75%  8.50%  -   5.50% 

May 1, 2027

 6,250  6,177  6,177 

Native Microbials, Inc (2) (12)

 

Biotechnology

 

Term Loan

  12.75%

Prime

 5.25%  8.50%  -  5.00% 

November 1, 2026

 3,750 3,630 3,630  

Biotechnology

 

Term Loan

  12.75%

Prime

 5.25%  8.50%  -  5.00% 

November 1, 2026

 3,750 3,630 3,630 
   

Term Loan

  12.75%

Prime

 5.25%  8.50%  -   5.00% 

November 1, 2026

 2,500  2,469  2,469    

Term Loan

  12.75%

Prime

 5.25%  8.50%  -   5.00% 

November 1, 2026

 2,500  2,469  2,469 

PDS Biotechnology Corporation (2)(5)(12)

 

Biotechnology

 

Term Loan

  13.25%

Prime

 5.75%  9.75%  -  3.75% 

September 1, 2026

 10,000 9,701 9,701  

Biotechnology

 

Term Loan

  13.25%

Prime

 5.75%  9.75%  -  3.75% 

September 1, 2026

 10,000 9,701 9,701 
   

Term Loan

  13.25%

Prime

 5.75%  9.75%  -   3.75% 

September 1, 2026

 3,750  3,697  3,697    

Term Loan

  13.25%

Prime

 5.75%  9.75%  -   3.75% 

September 1, 2026

 3,750  3,697  3,697 
   

Term Loan

  13.25%

Prime

 5.75%  9.75%  -   3.75% 

September 1, 2026

 3,750  3,697  3,697    

Term Loan

  13.25%

Prime

 5.75%  9.75%  -   3.75% 

September 1, 2026

 3,750  3,697  3,697 

Provivi, Inc. (2)(12)

 

Biotechnology

 

Term Loan

  12.67%

Libor

 8.50%  9.50%  -   5.50% 

December 1, 2024

 4,667  4,597  4,597  

Biotechnology

 

Term Loan

  12.67%

Libor

 8.50%  9.50%  -   5.50% 

December 1, 2024

 4,667  4,597  4,597 
   

Term Loan

  12.67%

Libor

 8.50%  9.50%  -   5.50% 

December 1, 2024

 4,667  4,597  4,597    

Term Loan

  12.67%

Libor

 8.50%  9.50%  -   5.50% 

December 1, 2024

 4,667  4,597  4,597 
   

Term Loan

  12.67%

Libor

 8.50%  9.50%  -   5.50% 

December 1, 2024

 2,333  2,280  2,280    

Term Loan

  12.67%

Libor

 8.50%  9.50%  -   5.50% 

December 1, 2024

 2,333  2,280  2,280 
   

Term Loan

  12.67%

Libor

 8.50%  9.50%  -  5.50% 

December 1, 2024

 2,333 2,280 2,280    

Term Loan

  12.67%

Libor

 8.50%  9.50%  -  5.50% 

December 1, 2024

 2,333 2,280 2,280 
   

Term Loan

  12.67%

Libor

 8.50%  9.50%  -  5.50% 

December 1, 2024

 2,333 2,274 2,274    

Term Loan

  12.67%

Libor

 8.50%  9.50%  -  5.50% 

December 1, 2024

 2,333 2,274 2,274 
   

Term Loan

  12.67%

Libor

 8.50%  9.50%  -  5.50% 

December 1, 2024

 2,333 2,274 2,274    

Term Loan

  12.67%

Libor

 8.50%  9.50%  -  5.50% 

December 1, 2024

 2,333 2,274 2,274 

Stealth Biotherapeutics Inc. (2)(12)

 

Biotechnology

 

Term Loan

  13.00%

Prime

 5.50%  8.75%  -   6.00% 

October 1, 2025

 5,000  4,914  4,914  

Biotechnology

 

Term Loan

  13.00%

Prime

 5.50%  8.75%  -   6.00% 

October 1, 2025

 5,000  4,914  4,914 
   

Term Loan

  13.00%

Prime

 5.50%  8.75%  -  6.00% 

October 1, 2025

 2,500 2,457 2,457    

Term Loan

  13.00%

Prime

 5.50%  8.75%  -  6.00% 

October 1, 2025

 2,500 2,457 2,457 

Aerobiotix, LLC (2)(12)

 

Medical Device

 

Term Loan

  13.75%

Prime

 6.25%  9.50%  -   6.00% 

April 1, 2026

 2,500  2,463  2,364  

Medical Device

 

Term Loan

  13.75%

Prime

 6.25%  9.50%  -   6.00% 

April 1, 2026

 2,500  2,463  2,364 
   

Term Loan

  13.75%

Prime

 6.25%  9.50%  -  6.00% 

April 1, 2026

 2,500 2,463 2,364    

Term Loan

  13.75%

Prime

 6.25%  9.50%  -  6.00% 

April 1, 2026

 2,500 2,463 2,364 

Canary Medical Inc. (2)(12)

 

Medical Device

 

Term Loan

  12.75%

Prime

 5.75%  9.00%  -   7.00% 

November 1, 2024

 2,500  2,475  2,475  

Medical Device

 

Term Loan

  12.75%

Prime

 5.75%  9.00%  -   7.00% 

November 1, 2024

 2,500  2,475  2,475 
   

Term Loan

  12.75%

Prime

 5.75%  9.00%  -  7.00% 

November 1, 2024

 2,500 2,489 2,489    

Term Loan

  12.75%

Prime

 5.75%  9.00%  -  7.00% 

November 1, 2024

 2,500 2,489 2,489 
   

Term Loan

  12.75%

Prime

 5.75%  9.00%  -  7.00% 

November 1, 2024

 2,500 2,473 2,473    

Term Loan

  12.75%

Prime

 5.75%  9.00%  -  7.00% 

November 1, 2024

 2,500 2,473 2,473 

Ceribell, Inc. (2)(12)

 

Medical Device

 

Term Loan

  10.50%

Prime

 3.50%  8.25%  -   5.50% 

October 1, 2024

 5,000  4,973  4,973  

Medical Device

 

Term Loan

  10.50%

Prime

 3.50%  8.25%  -   5.50% 

October 1, 2024

 5,000  4,973  4,973 
   

Term Loan

  10.50%

Prime

 3.50%  8.25%  -  5.50% 

October 1, 2024

 5,000 4,973 4,973    

Term Loan

  10.50%

Prime

 3.50%  8.25%  -  5.50% 

October 1, 2024

 5,000 4,973 4,973 
   

Term Loan

  10.50%

Prime

 3.50%  8.25%  -  5.50% 

October 1, 2024

 2,500 2,478 2,478    

Term Loan

  10.50%

Prime

 3.50%  8.25%  -  5.50% 

October 1, 2024

 2,500 2,478 2,478 
   

Term Loan

  10.50%

Prime

 3.50%  8.25%  -  5.50% 

October 1, 2024

 2,500 2,478 2,478    

Term Loan

  10.50%

Prime

 3.50%  8.25%  -  5.50% 

October 1, 2024

 2,500 2,478 2,478 

Cognoa, Inc. (2)(12)

 

Medical Device

 

Term Loan

  13.00%

Prime

 5.50%  8.75%  -   6.00% 

August 1, 2026

 2,500  2,466  2,466  

Medical Device

 

Term Loan

  13.00%

Prime

 5.50%  8.75%  -   6.00% 

August 1, 2026

 2,500  2,466  2,466 
   

Term Loan

  13.00%

Prime

 5.50%  8.75%  -  6.00% 

August 1, 2026

 5,000 4,932 4,932    

Term Loan

  13.00%

Prime

 5.50%  8.75%  -  6.00% 

August 1, 2026

 5,000 4,932 4,932 

Conventus Orthopaedics, Inc. (2)(12)

 

Medical Device

 

Term Loan

  12.17%

Libor

 8.00%  9.25%  -   10.36% 

July 1, 2025

 3,960  3,898  3,898  

Medical Device

 

Term Loan

  12.17%

Libor

 8.00%  9.25%  -   10.36% 

July 1, 2025

 3,960  3,898  3,898 
   

Term Loan

  12.17%

Libor

 8.00%  9.25%  -  10.36% 

July 1, 2025

 3,960 3,898 3,898    

Term Loan

  12.17%

Libor

 8.00%  9.25%  -  10.36% 

July 1, 2025

 3,960 3,898 3,898 

 

See Notes to Consolidated Financial Statements

 

15

Horizon Technology Finance Corporation and Subsidiaries
 

Consolidated Schedule of Investments

December 31, 2022

(Dollars in thousands)

 

Portfolio Company (1)(3)

 

Sector

 

Type of Investment (7)

 

Cash Rate (4)

 

Index

 

Margin

  

Floor

  

Ceiling

  

ETP (10)

  

Maturity Date

 

Principal Amount

  

Cost of Investments (6)(9)

  

Fair Value (9)

  

Sector

 

Type of Investment (7)

 

Cash Rate (4)

 

Index

 

Margin

  

Floor

  

Ceiling

  

ETP (10)

  

Maturity Date

 

Principal Amount

  

Cost of Investments (6)(9)

  

Fair Value (9)

 

Corinth Medtech, Inc. (2)(12)

 

Medical Device

 

Term Loan

  12.25%

Prime

 5.25%  8.50%  -   20.00% 

September 15, 2022

 2,500  2,500  2,500  

Medical Device

 

Term Loan

  12.25%

Prime

 5.25%  8.50%  -   20.00% 

September 15, 2022

 2,500  2,500  2,500 
   

Term Loan

  12.25%

Prime

 5.25%  8.50%  -   20.00% 

September 15, 2022

 2,500  2,500  2,500    

Term Loan

  12.25%

Prime

 5.25%  8.50%  -   20.00% 

September 15, 2022

 2,500  2,500  2,500 

CSA Medical, Inc. (2)(12)

 

Medical Device

 

Term Loan

  12.37%

Libor

 8.20%  10.00%  -   5.00% 

January 1, 2024

 1,625  1,610  1,610  

Medical Device

 

Term Loan

  12.37%

Libor

 8.20%  10.00%  -   5.00% 

January 1, 2024

 1,625  1,610  1,610 
   

Term Loan

  12.37%

Libor

 8.20%  10.00%  -   5.00% 

January 1, 2024

 108  107  107    

Term Loan

  12.37%

Libor

 8.20%  10.00%  -   5.00% 

January 1, 2024

 108  107  107 
   

Term Loan

  12.37%

Libor

 8.20%  10.00%  -   5.00% 

March 1, 2024

 2,000  1,983  1,983    

Term Loan

  12.37%

Libor

 8.20%  10.00%  -   5.00% 

March 1, 2024

 2,000  1,983  1,983 

Embody, Inc. (2)(12)

 

Medical Device

 

Term Loan

  14.00%

Prime

 6.50%  9.75%  -   28.00% 

August 1, 2026

 2,500  2,482  2,482  

Medical Device

 

Term Loan

  14.00%

Prime

 6.50%  9.75%  -   28.00% 

August 1, 2026

 2,500  2,482  2,482 

InfoBionic, Inc. (2)(12)

 

Medical Device

 

Term Loan

  13.25%

Prime

 6.25%  9.50%  -   4.00% 

October 1, 2024

 3,208  3,143  3,143  

Medical Device

 

Term Loan

  13.25%

Prime

 6.25%  9.50%  -   4.00% 

October 1, 2024

 3,208  3,143  3,143 
   

Term Loan

  13.25%

Prime

 6.25%  9.50%  -   4.00% 

June 1, 2025

 1,000  974  974    

Term Loan

  13.25%

Prime

 6.25%  9.50%  -   4.00% 

June 1, 2025

 1,000  974  974 

Magnolia Medical Technologies, Inc. (2)(12)

 

Medical Device

 

Term Loan

  12.00%

Prime

 5.00%  9.75%  -   4.00% 

March 1, 2025

 5,000  4,939  4,939  

Medical Device

 

Term Loan

  12.00%

Prime

 5.00%  9.75%  -   4.00% 

March 1, 2025

 5,000  4,939  4,939 
   

Term Loan

  12.00%

Prime

 5.00%  9.75%  -  4.00% 

March 1, 2025

 5,000 4,939 4,939    

Term Loan

  12.00%

Prime

 5.00%  9.75%  -  4.00% 

March 1, 2025

 5,000 4,939 4,939 
   

Term Loan

  12.00%

Prime

 5.00%  9.75%  -   4.00% 

March 1, 2025

 5,000  4,933  4,933    

Term Loan

  12.00%

Prime

 5.00%  9.75%  -   4.00% 

March 1, 2025

 5,000  4,933  4,933 
   

Term Loan

  12.00%

Prime

 5.00%  9.75%  -   4.00% 

March 1, 2025

 5,000  4,933  4,933    

Term Loan

  12.00%

Prime

 5.00%  9.75%  -   4.00% 

March 1, 2025

 5,000  4,933  4,933 
   

Term Loan

  12.50%

Prime

 5.00%  9.75%  -   4.00% 

January 1, 2027

 5,000  4,913  4,913    

Term Loan

  12.50%

Prime

 5.00%  9.75%  -   4.00% 

January 1, 2027

 5,000  4,913  4,913 
   

Term Loan

  12.50%

Prime

 5.00%  9.75%  -  4.00% 

January 1, 2027

 5,000 4,913 4,913    

Term Loan

  12.50%

Prime

 5.00%  9.75%  -  4.00% 

January 1, 2027

 5,000 4,913 4,913 

Robin Healthcare, Inc. (2)(12)

 

Medical Device

 

Term Loan

  13.00%

Prime

 5.50%  10.25%  -   4.00% 

November 1, 2026

 3,500  3,360  3,360  

Medical Device

 

Term Loan

  13.00%

Prime

 5.50%  10.25%  -   4.00% 

November 1, 2026

 3,500  3,360  3,360 
   

Term Loan

  13.00%

Prime

 5.50%  10.25%  -   4.00% 

November 1, 2026

 3,500  3,460  3,460    

Term Loan

  13.00%

Prime

 5.50%  10.25%  -   4.00% 

November 1, 2026

 3,500  3,460  3,460 

Scientia Vascular, Inc. (2)(12)

 

Medical Device

 

Term Loan

  11.75%

Prime

 4.75%  8.50%  -   5.00% 

January 1, 2027

 3,750  3,597  3,597  

Medical Device

 

Term Loan

  11.75%

Prime

 4.75%  8.50%  -   5.00% 

January 1, 2027

 3,750  3,597  3,597 
   

Term Loan

  11.75%

Prime

 4.75%  8.50%  -   5.00% 

January 1, 2027

 3,750  3,706  3,706    

Term Loan

  11.75%

Prime

 4.75%  8.50%  -   5.00% 

January 1, 2027

 3,750  3,706  3,706 

Sonex Health, Inc. (2)(12)

 

Medical Device

 

Term Loan

  13.50%

Prime

 6.50%  9.75%  -   8.00% 

June 1, 2025

 2,500  2,476  2,476  

Medical Device

 

Term Loan

  13.50%

Prime

 6.50%  9.75%  -   8.00% 

June 1, 2025

 2,500  2,476  2,476 
   

Term Loan

  13.50%

Prime

 6.50%  9.75%  -   8.00% 

June 1, 2025

 2,500  2,476  2,476    

Term Loan

  13.50%

Prime

 6.50%  9.75%  -   8.00% 

June 1, 2025

 2,500  2,476  2,476 
   

Term Loan

  13.50%

Prime

 6.50%  9.75%  -   8.00% 

June 1, 2025

 2,500  2,476  2,476    

Term Loan

  13.50%

Prime

 6.50%  9.75%  -   8.00% 

June 1, 2025

 2,500  2,476  2,476 
   

Term Loan

  13.50%

Prime

 6.50%  9.75%  -   8.00% 

April 1, 2026

 2,500  2,453  2,453    

Term Loan

  13.50%

Prime

 6.50%  9.75%  -   8.00% 

April 1, 2026

 2,500  2,453  2,453 
   

Term Loan

  13.50%

Prime

 6.50%  9.75%  -   8.00% 

May 1, 2026

 2,500  2,455  2,455    

Term Loan

  13.50%

Prime

 6.50%  9.75%  -   8.00% 

May 1, 2026

 2,500  2,455  2,455 

Spineology, Inc. (2)(12)

 

Medical Device

 

Term Loan

  14.50%

Prime

 7.00%  10.25%  -   1.00% 

October 1, 2025

 5,000   4,966   4,966  

Medical Device

 

Term Loan

  14.50%

Prime

 7.00%  10.25%  -   1.00% 

October 1, 2025

 5,000   4,966   4,966 
   

Term Loan

  14.50%

Prime

 7.00%  10.25%  -   1.00% 

April 1, 2026

 2,500   2,481   2,481    

Term Loan

  14.50%

Prime

 7.00%  10.25%  -   1.00% 

April 1, 2026

 2,500   2,481   2,481 

Swift Health Systems Inc. (2)(12)

 

Medical Device

 

Term Loan

  12.25%

Prime

 5.25%  9.00%  -   5.00% 

July 1, 2027

 3,500  3,349  3,349  

Medical Device

 

Term Loan

  12.25%

Prime

 5.25%  9.00%  -   5.00% 

July 1, 2027

 3,500  3,349  3,349 
   

Term Loan

  12.25%

Prime

 5.25%  9.00%  -  5.00% 

July 1, 2027

 3,500  3,454  3,454    

Term Loan

  12.25%

Prime

 5.25%  9.00%  -  5.00% 

July 1, 2027

 3,500  3,454  3,454 

Total Non-Affiliate Debt Investments — Life Science

                           318,172  317,568                            318,172  317,568 

Non-Affiliate Debt Investments — Sustainability — 26.3% (8)

                                                            

Aerofarms, Inc. (2)(12)

 

Other Sustainability

 

Term Loan

  14.25%

Prime

 6.75%  10.00%  -   3.00% 

April 1, 2026

 3,750  3,699  3,699  

Other Sustainability

 

Term Loan

  14.25%

Prime

 6.75%  10.00%  -   3.00% 

April 1, 2026

 3,750  3,699  3,699 
   

Term Loan

  14.25%

Prime

 6.75%  10.00%  -   3.00% 

April 1, 2026

 3,750  3,699  3,699    

Term Loan

  14.25%

Prime

 6.75%  10.00%  -   3.00% 

April 1, 2026

 3,750  3,699  3,699 

Nexii Building Solutions, Inc. (2)(12)

 

Other Sustainability

 

Term Loan

  14.50%

Prime

 7.00%  10.25%  -  2.50% 

September 1, 2025

 7,500 7,371 7,371 

Nexii Building Solutions, Inc. (2)(12)(14)

 

Other Sustainability

 

Term Loan

  14.50%

Prime

 7.00%  10.25%  -  2.50% 

September 1, 2025

 7,500 7,371 7,371 
   

Term Loan

  14.50%

Prime

 7.00%  10.25%  -   2.50% 

September 1, 2025

 7,500  7,371  7,371    

Term Loan

  14.50%

Prime

 7.00%  10.25%  -   2.50% 

September 1, 2025

 7,500  7,371  7,371 
   

Term Loan

  14.50%

Prime

 7.00%  10.25%  -   2.50% 

September 1, 2025

 7,500  7,371  7,371    

Term Loan

  14.50%

Prime

 7.00%  10.25%  -   2.50% 

September 1, 2025

 7,500  7,371  7,371 
   

Term Loan

  14.50%

Prime

 7.00%  10.25%  -   2.50% 

July 1, 2026

 5,000  4,903  4,903    

Term Loan

  14.50%

Prime

 7.00%  10.25%  -   2.50% 

July 1, 2026

 5,000  4,903  4,903 
   

Term Loan

  14.50%

Prime

 7.00%  10.25%  -  2.50% 

July 1, 2026

 5,000 4,903 4,903    

Term Loan

  14.50%

Prime

 7.00%  10.25%  -  2.50% 

July 1, 2026

 5,000 4,903 4,903 

Soli Organic, Inc. (2)(12)

 

Other Sustainability

 

Term Loan

  14.25%

Prime

 6.75%  10.00%  -   2.75% 

April 1, 2026

 2,500  2,463  2,463  

Other Sustainability

 

Term Loan

  14.25%

Prime

 6.75%  10.00%  -   2.75% 

April 1, 2026

 2,500  2,463  2,463 
   

Term Loan

  14.25%

Prime

 6.75%  10.00%  -   2.75% 

April 1, 2026

 5,000  4,927  4,927    

Term Loan

  14.25%

Prime

 6.75%  10.00%  -   2.75% 

April 1, 2026

 5,000  4,927  4,927 
   

Term Loan

  14.25%

Prime

 6.75%  10.00%  -  2.75% 

May 1, 2026

 5,000 4,924 4,924    

Term Loan

  14.25%

Prime

 6.75%  10.00%  -  2.75% 

May 1, 2026

 5,000 4,924 4,924 
   

Term Loan

  14.25%

Prime

 6.75%  10.00%  -  2.75% 

May 1, 2026

 2,500 2,462 2,462    

Term Loan

  14.25%

Prime

 6.75%  10.00%  -  2.75% 

May 1, 2026

 2,500 2,462 2,462 
   

Term Loan

  13.00%

Prime

 5.50%  10.00%  -  2.75% 

December 1, 2026

 5,000 4,900 4,900    

Term Loan

  13.00%

Prime

 5.50%  10.00%  -  2.75% 

December 1, 2026

 5,000 4,900 4,900 
   

Term Loan

  13.00%

Prime

 5.50%  10.00%  -  2.75% 

December 1, 2026

 2,500 2,450 2,450    

Term Loan

  13.00%

Prime

 5.50%  10.00%  -  2.75% 

December 1, 2026

 2,500 2,450 2,450 

Temperpack Technologies, Inc. (2)(12)

 

Other Sustainability

 

Term Loan

  14.25%

Prime

 6.75%  10.00%  -  2.50% 

June 1, 2025

 3,750 3,697 3,697  

Other Sustainability

 

Term Loan

  14.25%

Prime

 6.75%  10.00%  -  2.50% 

June 1, 2025

 3,750 3,697 3,697 
   

Term Loan

  14.25%

Prime

 6.75%  10.00%  -  2.50% 

June 1, 2025

 3,750 3,717 3,717    

Term Loan

  14.25%

Prime

 6.75%  10.00%  -  2.50% 

June 1, 2025

 3,750 3,717 3,717 
   

Term Loan

  14.25%

Prime

 6.75%  10.00%  -  2.50% 

October 1, 2025

 7,500 7,424 7,424    

Term Loan

  14.25%

Prime

 6.75%  10.00%  -  2.50% 

October 1, 2025

 7,500 7,424 7,424 
   

Term Loan

  14.25%

Prime

 6.75%  10.00%  -  2.50% 

October 1, 2025

 3,750 3,712 3,712    

Term Loan

  14.25%

Prime

 6.75%  10.00%  -  2.50% 

October 1, 2025

 3,750 3,712 3,712 
   

Term Loan

  14.25%

Prime

 6.75%  10.00%  -  2.50% 

October 1, 2025

 3,750  3,712  3,712    

Term Loan

  14.25%

Prime

 6.75%  10.00%  -  2.50% 

October 1, 2025

 3,750  3,712  3,712 

Total Non-Affiliate Debt Investments — Sustainability

                           83,705  83,705                            83,705  83,705 

Non-Affiliate Debt Investments — Technology — 81.4% (8)

                                                            

Axiom Space, Inc. (2)(12)

 

Communications

 

Term Loan

  13.00%

Prime

 6.00%  9.25%  -   2.50% 

June 1, 2026

 7,500  7,455  7,455  

Communications

 

Term Loan

  13.00%

Prime

 6.00%  9.25%  -   2.50% 

June 1, 2026

 7,500  7,455  7,455 
   

Term Loan

  13.00%

Prime

 6.00%  9.25%  -  2.50% 

June 1, 2026

 7,500 7,455 7,455    

Term Loan

  13.00%

Prime

 6.00%  9.25%  -  2.50% 

June 1, 2026

 7,500 7,455 7,455 
   

Term Loan

  13.00%

Prime

 6.00%  9.25%  -  2.50% 

June 1, 2026

 7,500 7,455 7,455    

Term Loan

  13.00%

Prime

 6.00%  9.25%  -  2.50% 

June 1, 2026

 7,500 7,455 7,455 
   

Convertible Note

  3.00%              

July 1, 2023

 250 250 306    

Convertible Note

  3.00%              

July 1, 2023

 250 250 306 

Alula Holdings, Inc. (2)(12)

 

Consumer-related Technologies

 

Term Loan

  13.75%

Prime

 6.75%  10.00%  -   3.00% 

January 1, 2025

 5,000  4,966  4,966  

Consumer-related Technologies

 

Term Loan

  13.75%

Prime

 6.75%  10.00%  -   3.00% 

January 1, 2025

 5,000  4,966  4,966 
   

Term Loan

  13.75%

Prime

 6.75%  10.00%  -  3.00% 

January 1, 2025

 5,000 4,966 4,966    

Term Loan

  13.75%

Prime

 6.75%  10.00%  -  3.00% 

January 1, 2025

 5,000 4,966 4,966 
   

Term Loan

  13.75%

Prime

 6.75%  10.00%  -  3.00% 

January 1, 2025

 3,000 2,979 2,979    

Term Loan

  13.75%

Prime

 6.75%  10.00%  -  3.00% 

January 1, 2025

 3,000 2,979 2,979 
   

Term Loan

  13.75%

Prime

 6.75%  10.00%  -  3.00% 

December 1, 2025

 1,000 976 976    

Term Loan

  13.75%

Prime

 6.75%  10.00%  -  3.00% 

December 1, 2025

 1,000 976 976 
   

Term Loan

  13.75%

Prime

 6.75%  10.00%  -  3.00% 

February 1, 2026

 1,000 977 977    

Term Loan

  13.75%

Prime

 6.75%  10.00%  -  3.00% 

February 1, 2026

 1,000 977 977 

Better Place Forests Co. (2)(12)(13)

 

Consumer-related Technologies

 

Term Loan

  13.75%

Prime

 6.25%  9.50%  -  1.85% 

July 1, 2025

 5,000 4,951 3,834  

Consumer-related Technologies

 

Term Loan

  13.75%

Prime

 6.25%  9.50%  -  1.85% 

July 1, 2025

 5,000 4,951 3,834 
   

Term Loan

  13.75%

Prime

 6.25%  9.50%  -  1.85% 

October 1, 2025

 2,500 2,474 1,916    

Term Loan

  13.75%

Prime

 6.25%  9.50%  -  1.85% 

October 1, 2025

 2,500 2,474 1,916 

CAMP NYC, Inc. (2)(12)

 

Consumer-related Technologies

 

Term Loan

  14.75%

Prime

 7.25%  10.50%  -   3.00% 

May 1, 2026

 3,500  3,461  3,461  

Consumer-related Technologies

 

Term Loan

  14.75%

Prime

 7.25%  10.50%  -   3.00% 

May 1, 2026

 3,500  3,461  3,461 

Clara Foods Co. (2)(12)

 

Consumer-related Technologies

 

Term Loan

  12.75%

Prime

 5.75%  9.00%  -  5.50% 

August 1, 2025

 2,500 2,482 2,482  

Consumer-related Technologies

 

Term Loan

  12.75%

Prime

 5.75%  9.00%  -  5.50% 

August 1, 2025

 2,500 2,482 2,482 
   

Term Loan

  12.75%

Prime

 5.75%  9.00%  -  5.50% 

August 1, 2025

 2,500 2,482 2,482    

Term Loan

  12.75%

Prime

 5.75%  9.00%  -  5.50% 

August 1, 2025

 2,500 2,482 2,482 

 

See Notes to Consolidated Financial Statements

 

16

Horizon Technology Finance Corporation and Subsidiaries
 

Consolidated Schedule of Investments

December 31, 2022

(Dollars in thousands)

 

Portfolio Company (1)(3)

 

Sector

 

Type of Investment (7)

 

Cash Rate (4)

 

Index

 

Margin

  

Floor

  

Ceiling

  

ETP (10)

  

Maturity Date

 

Principal Amount

  

Cost of Investments (6)(9)

  

Fair Value (9)

 

Divergent Technologies, Inc. (2)(12)

 

Consumer-related Technologies

 

Term Loan

  11.25%

Prime

  6.00%  9.50%  11.25%  3.00% 

July 1, 2027

  3,750   3,478   3,478 
    

Term Loan

  11.25%

Prime

  6.00%  9.50%  11.25%  3.00% 

July 1, 2027

  1,250   1,238   1,238 
    

Term Loan

  11.25%

Prime

  6.00%  9.50%  11.25%  3.00% 

July 1, 2027

  3,750   3,715   3,715 
    

Term Loan

  11.25%

Prime

  6.00%  9.50%  11.25%  3.00% 

July 1, 2027

  1,250   1,238   1,238 
    

Term Loan

  11.25%

Prime

  6.00%  9.50%  11.25%  3.00% 

July 1, 2027

  3,750   3,715   3,715 
    

Term Loan

  11.25%

Prime

  6.00%  9.50%  11.25%  3.00% 

July 1, 2027

  1,250   1,238   1,238 
    

Term Loan

  11.25%

Prime

  6.00%  9.50%  11.25%  3.00% 

January 1, 2028

  3,750   3,698   3,698 
    

Term Loan

  11.25%

Prime

  6.00%  9.50%  11.25%  3.00% 

January 1, 2028

  3,750   3,698   3,698 

Havenly, Inc. (2)(12)

 

Consumer-related Technologies

 

Term Loan

  12.50%

Prime

  5.00%  5.00%  -   4.00% 

March 1, 2027

  2,000   1,082   1,082 
    

Term Loan

  12.50%

Prime

  5.00%  5.00%  -   4.00% 

March 1, 2027

  3,000   1,623   1,623 
    

Term Loan

  11.00%

Prime

  3.50%  10.50%  -   7.78% 

February 1, 2028

  2,813   2,813   2,813 
    

Term Loan

  11.00%

Prime

  3.50%  10.50%  -   7.78% 

February 1, 2028

  2,813   2,813   2,813 

Interior Define, Inc. (2)(12)(13)

 

Consumer-related Technologies

 

Term Loan

  13.50%

Prime

  6.50%  9.75%  -   4.00% 

January 1, 2026

  3,210   3,151    
    

Term Loan

  13.50%

Prime

  6.50%  9.75%  -   4.00% 

January 1, 2026

  2,963   2,886    

Lyrical Foods, Inc. (2)(12)

 

Consumer-related Technologies

 

Term Loan

  10.00%

Prime

  6.75%  10.00%  -   -  

September 1, 2027

  2,500   2,588   2,279 

MyForest Foods Co. (2)(12)

 

Consumer-related Technologies

 

Term Loan

  14.25%

Prime

  6.75%  10.00%  -   3.00% 

October 1, 2025

  5,000   4,954   4,954 
    

Term Loan

  14.25%

Prime

  6.75%  10.00%  -   3.00% 

October 1, 2025

  2,500   2,477   2,477 

NextCar Holding Company, Inc. (2)(12)

 

Consumer-related Technologies

 

Term Loan

  12.75%

Prime

  5.75%  9.00%  -   2.00% 

December 30, 2022

  5,000   4,943   4,715 
    

Term Loan

  12.75%

Prime

  5.75%  9.00%  -   2.00% 

December 30, 2022

  2,000   1,981   1,890 
    

Term Loan

  12.75%

Prime

  5.75%  9.00%  -   2.00% 

December 30, 2022

  2,500   2,477   2,363 
    

Term Loan

  12.75%

Prime

  5.75%  9.00%  -   2.00% 

December 30, 2022

  3,000   2,971   2,835 
    

Term Loan

  12.75%

Prime

  5.75%  9.00%  -   2.00% 

December 30, 2022

  2,500   2,459   2,345 
    

Term Loan

  12.75%

Prime

  5.75%  9.00%  -   2.00% 

December 30, 2022

  2,500   2,459   2,345 
    

Term Loan

  12.75%

Prime

  5.75%  9.00%  -   2.00% 

December 30, 2022

  5,000   4,914   4,688 
    

Term Loan

  12.75%

Prime

  5.75%  9.00%  -   2.00% 

December 30, 2022

  2,500   2,456   2,342 

Optoro, Inc. (2)(12)

 

Consumer-related Technologies

 

Term Loan

  13.25%

Prime

  6.25%  9.50%  -   4.00% 

August 1, 2027

  2,500   2,347   2,347 

Primary Kids, Inc. (2)(12)

 

Consumer-related Technologies

 

Term Loan

  14.25%

Prime

  7.25%  10.50%  -   3.00% 

March 1, 2025

  2,700   2,673   2,673 
    

Term Loan

  14.25%

Prime

  7.25%  10.50%  -   3.00% 

March 1, 2025

  2,700   2,673   2,673 
    

Term Loan

  14.25%

Prime

  7.25%  10.50%  -   3.00% 

September 1, 2025

  3,000   2,967   2,967 

Unagi, Inc. (2)(12)

 

Consumer-related Technologies

 

Term Loan

  15.25%

Prime

  7.75%  11.00%  -   -  

July 1, 2025

  2,500   2,473   2,473 
    

Term Loan

  15.25%

Prime

  7.75%  11.00%  -   -  

July 1, 2025

  1,250   1,236   1,236 
    

Term Loan

  15.25%

Prime

  7.75%  11.00%  -   -  

July 1, 2025

  1,250   1,236   1,236 

Liqid, Inc. (2)(12)

 

Networking

 

Term Loan

  13.25%

Prime

  6.25%  9.50%  -   4.00% 

September 1, 2024

  3,333   3,286   3,286 
    

Term Loan

  13.25%

Prime

  6.25%  9.50%  -   4.00% 

September 1, 2024

  3,333   3,286   3,286 
    

Term Loan

  13.25%

Prime

  6.25%  9.50%  -   4.00% 

September 1, 2024

  1,667   1,641   1,641 
    

Term Loan

  13.25%

Prime

  6.25%  9.50%  -   4.00% 

September 1, 2024

  1,667   1,641   1,641 
    

Term Loan

  13.25%

Prime

  6.25%  9.50%  -   4.00% 

September 1, 2024

  1,667   1,613   1,613 

BriteCore Holdings, Inc. (2)(12)

 

Software

 

Term Loan

  13.75%

Prime

  6.75%  10.00%  -   5.00% 

March 1, 2026

  2,500   2,421   2,421 
    

Term Loan

  13.75%

Prime

  6.75%  10.00%  -   5.00% 

March 1, 2026

  2,500   2,487   2,487 

Decisyon, Inc. (12)

 

Software

 

Term Loan

  16.93%

Prime

  9.43%  12.68%  -   50.43% 

December 31, 2022

  3,295   3,295   3,295 

Dropoff, Inc. (2)(12)

 

Software

 

Term Loan

  14.00%

Prime

  6.50%  9.75%  -   3.50% 

April 1, 2026

  6,500   6,347   6,347 
    

Term Loan

  14.00%

Prime

  6.50%  9.75%  -   3.50% 

April 1, 2026

  6,000   5,859   5,859 
    

Term Loan

  14.00%

Prime

  6.50%  9.75%  -   3.50% 

August 1, 2026

  2,500   2,436   2,436 

Engage3, LLC (2)(12)

 

Software

 

Term Loan

  13.25%

Prime

  6.25%  9.75%  -   4.50% 

July 1, 2027

  3,750   3,678   3,678 
    

Term Loan

  13.25%

Prime

  6.25%  9.75%  -   4.50% 

July 1, 2027

  3,750   3,718   3,718 

Groundspeed Analytics, Inc. (2)(12)

 

Software

 

Term Loan

  13.00%

Prime

  5.50%  11.00%  18.00%  3.00% 

December 1, 2026

  5,000   4,798   4,798 
    

Term Loan

  13.00%

Prime

  5.50%  11.00%  18.00%  3.00% 

December 1, 2026

  5,000   4,948   4,948 

Kodiak Robotics, Inc. (2)(12)

 

Software

 

Term Loan

  13.00%

Prime

  5.50%  10.25%  -   4.00% 

April 1, 2026

  10,000   9,826   9,826 
    

Term Loan

  13.00%

Prime

  5.50%  10.25%  -   4.00% 

April 1, 2026

  10,000   9,826   9,826 
    

Term Loan

  13.00%

Prime

  5.50%  10.25%  -   4.00% 

April 1, 2026

  5,000   4,913   4,913 
    

Term Loan

  13.00%

Prime

  5.50%  10.25%  -   4.00% 

April 1, 2026

  5,000   4,913   4,913 

Lemongrass Holdings, Inc. (2)(12)

 

Software

 

Term Loan

  14.00%

Prime

  6.50%  9.75%  -   2.50% 

March 1, 2026

  5,000   4,947   4,947 
    

Term Loan

  14.00%

Prime

  6.50%  9.75%  -   2.50% 

March 1, 2026

  2,500   2,474   2,474 

Lytics, Inc. (2)(12)

 

Software

 

Term Loan

  13.00%

Prime

  6.00%  9.25%  -   3.00% 

July 1, 2025

  2,500   2,396   2,396 
    

Term Loan

  13.00%

Prime

  6.00%  12.25%  -   3.00% 

December 1, 2026

  1,250   1,231   1,231 

Reputation Institute, Inc. (2)(12)

 

Software

 

Term Loan

  14.25%

Prime

  7.25%  10.50%  -   3.00% 

August 1, 2025

  5,000   4,932   4,932 

Slingshot Aerospace, Inc. (2)(12)

 

Software

 

Term Loan

  13.25%

Prime

  5.75%  9.75%  -   5.00% 

August 1, 2026

  5,000   4,870   4,870 
    

Term Loan

  13.25%

Prime

  5.75%  9.75%  -   5.00% 

August 1, 2026

  5,000   4,933   4,933 
    

Term Loan

  13.25%

Prime

  5.75%  9.75%  -   5.00% 

August 1, 2026

  5,000   4,933   4,933 
    

Term Loan

  13.25%

Prime

  5.75%  9.75%  -   5.00% 

August 1, 2026

  5,000   4,933   4,933 

Supply Network Visiblity Holdings LLC (2)(12)

 

Software

 

Term Loan

  13.50%

Prime

  6.50%  9.75%  -   4.00% 

February 1, 2025

  3,500   3,472   3,472 
    

Term Loan

  13.50%

Prime

  6.50%  9.75%  -   4.00% 

February 1, 2025

  3,500   3,472   3,472 
    

Term Loan

  13.50%

Prime

  6.50%  9.75%  -   4.00% 

December 1, 2025

  2,500   2,472   2,472 
    

Term Loan

  13.50%

Prime

  6.50%  9.75%  -   4.00% 

December 1, 2025

  2,500   2,472   2,472 

Total Non-Affiliate Debt Investments — Technology

                             268,468   259,366 

Non-Affiliate Debt Investments — Healthcare information and services — 8.1% (8)

                                       

Hound Labs inc. (2) (12)

 

Diagnostics

 

Term Loan

  13.50%

Prime

  6.00%  9.25%  -   3.50% 

June 1, 2026

  2,500   2,385   2,385 
    

Term Loan

  13.50%

Prime

  6.00%  9.25%  -   3.50% 

June 1, 2026

  2,500   2,473   2,473 
    

Term Loan

  13.50%

Prime

  6.00%  9.25%  -   3.50% 

June 1, 2026

  5,000   4,946   4,946 

Secure Transfusion Services, Inc. (2)(12)(13)

 

Other Healthcare

 

Term Loan

  13.25%

Prime

  5.75%  9.00%  -   4.00% 

October 1, 2025

  4,943   4,943   1,668 
    

Term Loan

  13.25%

Prime

  5.75%  9.00%  -   4.00% 

December 31, 2025

  2,500   2,467   832 

BrightInsight, Inc. (2)(12)

 

Software

 

Term Loan

  12.50%

Prime

  5.50%  9.50%  -   3.00% 

August 1, 2027

  7,000   6,619   6,619 
    

Term Loan

  12.50%

Prime

  5.50%  9.50%  -   3.00% 

August 1, 2027

  3,500   3,448   3,448 
    

Term Loan

  12.50%

Prime

  5.50%  9.50%  -   3.00% 

August 1, 2027

  3,500   3,448   3,448 

Total Non-Affiliate Debt Investments — Healthcare information and services

                             30,729   25,819 

Total Non- Affiliate Debt Investments

                             701,074   686,458 

 

See Notes to Consolidated Financial Statements

 

17

Horizon Technology Finance Corporation and Subsidiaries
 

Consolidated Schedule of Investments

December 31, 2022

(Dollars in thousands)

 

         

Cost of

 

Fair

          

Cost of

 

Fair

 

Portfolio Company (1)(3)

 

Sector

 

Type of Investment (7)

 

Number of Shares

  

Investments (6)(9)

  

Value (9)

  

Sector

 

Type of Investment (7)

 

Number of Shares

  

Investments (6)(9)

  

Value (9)

 

Non-Affiliate Warrant Investments — 9.4% (8)

                            

Non-Affiliate Warrants — Life Science — 3.1% (8)

                            

Avalo Therapeutics, Inc. (2)(5)(12)

 

Biotechnology

 

Common Stock Warrant

  26,442  311    

Biotechnology

 

Common Stock Warrant

  26,442  311   

Castle Creek Biosciences, Inc. (2)(12)

 

Biotechnology

 

Preferred Stock Warrant

  7,404 214 335  

Biotechnology

 

Preferred Stock Warrant

  7,404 214 335 

Corvium, Inc. (2)(12)

 

Biotechnology

 

Preferred Stock Warrant

  661,956  53    

Biotechnology

 

Preferred Stock Warrant

  661,956  53   

Emalex Biosciences, Inc. (2)(12)

 

Biotechnology

 

Preferred Stock Warrant

  110,402  176  263  

Biotechnology

 

Preferred Stock Warrant

  110,402  176  263 

Evelo Biosciences, Inc. (2)(5)(12)

 

Biotechnology

 

Common Stock Warrant

  463,915 126 125  

Biotechnology

 

Common Stock Warrant

  463,915 126 125 

F-Star Therapeutics, Inc. (2)(5)(12)

 

Biotechnology

 

Common Stock Warrant

  21,120  35    

Biotechnology

 

Common Stock Warrant

  21,120  35   

Greenlight Biosciences, Inc. (2)(5)(12)

 

Biotechnology

 

Common Stock Warrant

  47,452 366   

Biotechnology

 

Common Stock Warrant

  47,452 366  

Imunon, Inc. (2)(5)(12)

 

Biotechnology

 

Common Stock Warrant

  16,502  66    

Biotechnology

 

Common Stock Warrant

  16,502  66   

IMV Inc. (2)(5)(12)

 

Biotechnology

 

Common Stock Warrant

  39,774  67   

IMV Inc. (2)(5)(12)(14)

 

Biotechnology

 

Common Stock Warrant

  39,774  67   

KSQ Therapeutics, Inc. (2) (12)

 

Biotechnology

 

Preferred Stock Warrant

  48,077 51 60  

Biotechnology

 

Preferred Stock Warrant

  48,077 51 60 

Mustang Bio, Inc. (2)(5)(12)

 

Biotechnology

 

Common Stock Warrant

  252,161  146    

Biotechnology

 

Common Stock Warrant

  252,161  146   

Native Microbials, Inc (2) (12)

 

Biotechnology

 

Preferred Stock Warrant

  103,679 64 162  

Biotechnology

 

Preferred Stock Warrant

  103,679 64 162 

PDS Biotechnology Corporation (2)(5)(12)

 

Biotechnology

 

Common Stock Warrant

  299,848  160  3,024  

Biotechnology

 

Common Stock Warrant

  299,848  160  3,024 

Provivi, Inc. (2)(12)

 

Biotechnology

 

Preferred Stock Warrant

  203,017  399  648  

Biotechnology

 

Preferred Stock Warrant

  203,017  399  648 

Rocket Pharmaceuticals Corporation (5)(12)

 

Biotechnology

 

Common Stock Warrant

  7,051  17  14  

Biotechnology

 

Common Stock Warrant

  7,051  17  14 

Stealth Biotherapeutics Inc. (2)(12)

 

Biotechnology

 

Common Stock Warrant

  318,181  264  37  

Biotechnology

 

Common Stock Warrant

  318,181  264  37 

vTv Therapeutics Inc. (2)(5)(12)

 

Biotechnology

 

Common Stock Warrant

  95,293  44    

Biotechnology

 

Common Stock Warrant

  95,293  44   

Xeris Pharmaceuticals, Inc. (2)(5)(12)

 

Biotechnology

 

Common Stock Warrant

  126,000  72  3  

Biotechnology

 

Common Stock Warrant

  126,000  72  3 

AccuVein Inc. (2)(12)

 

Medical Device

 

Common Stock Warrant

  1,175  24    

Medical Device

 

Common Stock Warrant

  1,175  24   

Aerin Medical, Inc. (2)(12)

 

Medical Device

 

Preferred Stock Warrant

  1,818,183  64  1,200  

Medical Device

 

Preferred Stock Warrant

  1,818,183  64  1,200 

Aerobiotix, LLC (2)(12)

 

Medical Device

 

Preferred Stock Warrant

  27,330 48 31  

Medical Device

 

Preferred Stock Warrant

  27,330 48 31 

Canary Medical Inc. (2)(12)

 

Medical Device

 

Preferred Stock Warrant

  12,153  84  1,864  

Medical Device

 

Preferred Stock Warrant

  12,153  84  1,864 

Ceribell, Inc. (2)(12)

 

Medical Device

 

Preferred Stock Warrant

  145,483  69  209  

Medical Device

 

Preferred Stock Warrant

  145,483  69  209 

Cognoa, Inc. (2)(12)

 

Medical Device

 

Preferred Stock Warrant

  775,000  148  179  

Medical Device

 

Preferred Stock Warrant

  775,000  148  179 

Conventus Orthopaedics, Inc. (2)(12)

 

Medical Device

 

Preferred Stock Warrant

  7,972,222  221  226  

Medical Device

 

Preferred Stock Warrant

  7,972,222  221  226 

CSA Medical, Inc. (2)(12)

 

Medical Device

 

Preferred Stock Warrant

  1,375,727  153  150  

Medical Device

 

Preferred Stock Warrant

  1,375,727  153  150 

CVRx, Inc. (2)(5)(12)

 

Medical Device

 

Common Stock Warrant

  47,410  76  394  

Medical Device

 

Common Stock Warrant

  47,410  76  394 

Infobionic, Inc. (2)(12)

 

Medical Device

 

Preferred Stock Warrant

  317,647  124  113  

Medical Device

 

Preferred Stock Warrant

  317,647  124  113 

Magnolia Medical Technologies, Inc. (2)(12)

 

Medical Device

 

Preferred Stock Warrant

  809,931  194  385  

Medical Device

 

Preferred Stock Warrant

  809,931  194  385 

Meditrina, Inc. (2)(12)

 

Medical Device

 

Preferred Stock Warrant

  233,993  83  101  

Medical Device

 

Preferred Stock Warrant

  233,993  83  101 

Robin Healthcare, Inc. (2)(12)

 

Medical Device

 

Preferred Stock Warrant

  86,066  16  16  

Medical Device

 

Preferred Stock Warrant

  86,066  16  16 

Scientia Vascular, Inc (2)(12)

 

Medical Device

 

Preferred Stock Warrant

  19,662 40 46  

Medical Device

 

Preferred Stock Warrant

  19,662 40 46 

Sonex Health, Inc. (2)(12)

 

Medical Device

 

Preferred Stock Warrant

  605,313  98  123  

Medical Device

 

Preferred Stock Warrant

  605,313  98  123 

VERO Biotech LLC (2)(12)

 

Medical Device

 

Preferred Stock Warrant

  408   53   1  

Medical Device

 

Preferred Stock Warrant

  408   53   1 

Swift Health Systems Inc. (2)(12)

 

Medical Device

 

Preferred Stock Warrant

  135,484  71  83  

Medical Device

 

Preferred Stock Warrant

  135,484  71  83 

Total Non-Affiliate Warrants — Life Science

Total Non-Affiliate Warrants — Life Science

     4,197   9,792 

Total Non-Affiliate Warrants — Life Science

     4,197   9,792 

Non-Affiliate Warrants — Sustainability — 0.6% (8)

                            

Aerofarms, Inc. (2)(12)

 

Other Sustainability

 

Preferred Stock Warrant

  201,537 61 74  

Other Sustainability

 

Preferred Stock Warrant

  201,537 61 74 

LiquiGlide, Inc. (2)(12)

 

Other Sustainability

 

Common Stock Warrant

  61,539  39  55  

Other Sustainability

 

Common Stock Warrant

  61,539  39  55 

Nexii Building Solutions, Inc. (2)(12)

 

Other Sustainability

 

Common Stock Warrant

  204,832  488  1,061 

Nexii Building Solutions, Inc. (2)(12)(14)

 

Other Sustainability

 

Common Stock Warrant

  204,832  488  1,061 

Soli Organic, Inc. (2)(12)

 

Other Sustainability

 

Preferred Stock Warrant

  681 214 361  

Other Sustainability

 

Preferred Stock Warrant

  681 214 361 

Temperpack Technologies, Inc. (2)(12)

 

Other Sustainability

 

Preferred Stock Warrant

  35,906   126   268  

Other Sustainability

 

Preferred Stock Warrant

  35,906   126   268 

Total Non-Affiliate Warrants — Sustainability

Total Non-Affiliate Warrants — Sustainability

     928   1,819 

Total Non-Affiliate Warrants — Sustainability

     928   1,819 

 

See Notes to Consolidated Financial Statements

 

18

Horizon Technology Finance Corporation and Subsidiaries
 

Consolidated Schedule of Investments

December 31, 2022

(Dollars in thousands)

 

          

Cost of

  

Fair

 

Portfolio Company (1)(3)

 

Sector

 

Type of Investment (7)

 

Number of Shares

  

Investments (6)(9)

  

Value (9)

 

Non-Affiliate Warrants — Technology — 5.1% (8)

                

Axiom Space, Inc. (2)(12)

 

Communications

 

Common Stock Warrant

  1,991   46   67 

Intelepeer Holdings, Inc. (2)(12)

 

Communications

 

Preferred Stock Warrant

  2,936,535   139   3,265 

PebblePost, Inc. (2)(12)

 

Communications

 

Preferred Stock Warrant

  598,850   92   173 

Alula Holdings, Inc. (2)(12)

 

Consumer-related Technologies

 

Preferred Stock Warrant

  20,000   93   64 

Aterian, Inc. (2)(5)(12)

 

Consumer-related Technologies

 

Common Stock Warrant

  76,923   195    

Better Place Forests Co. (2)(12)

 

Consumer-related Technologies

 

Preferred Stock Warrant

  10,690   26    

Caastle, Inc. (2)(12)

 

Consumer-related Technologies

 

Preferred Stock Warrant

  268,591   68   1,069 

CAMP NYC, Inc. (2)(12)

 

Consumer-related Technologies

 

Preferred Stock Warrant

  17,605   20   61 

Clara Foods Co. (2)(12)

 

Consumer-related Technologies

 

Preferred Stock Warrant

  46,745   30   125 

Divergent Technologies, Inc. (2)(12)

 

Consumer-related Technologies

 

Preferred Stock Warrant

  31,966   56   233 

Havenly, Inc. (2)(12)

 

Consumer-related Technologies

 

Common Stock Warrant

  1,312,500   2,947   2,947 

Interior Define, Inc. (2)(12)

 

Consumer-related Technologies

 

Preferred Stock Warrant

  553,710   103    

MyForest Foods Co. (2)(12)

 

Consumer-related Technologies

 

Preferred Stock Warrant

  143   29   37 

NextCar Holding Company, Inc. (2)(12)

 

Consumer-related Technologies

 

Preferred Stock Warrant

  1,261,253   197   17 

Optoro, Inc. (2)(12)

 

Consumer-related Technologies

 

Preferred Stock Warrant

  6,600   104   104 

Primary Kids, Inc. (2)(12)

 

Consumer-related Technologies

 

Preferred Stock Warrant

  553,778   57   429 

Quip NYC Inc. (2)(12)

 

Consumer-related Technologies

 

Preferred Stock Warrant

  6,191   325   534 

Unagi, Inc. (2)(12)

 

Consumer-related Technologies

 

Preferred Stock Warrant

  171,081   32   22 

Updater, Inc.(2)(12)

 

Consumer-related Technologies

 

Common Stock Warrant

  108,333   34   42 

CPG Beyond, Inc. (2)(12)

 

Data Storage

 

Preferred Stock Warrant

  500,000   242   909 

Silk, Inc. (2)(12)

 

Data Storage

 

Preferred Stock Warrant

  442,110   234   407 

Global Worldwide LLC (2)(12)

 

Internet and Media

 

Preferred Stock Warrant

  245,810   75    

Rocket Lawyer Incorporated (2)(12)

 

Internet and Media

 

Preferred Stock Warrant

  261,721   92   357 

Skillshare, Inc. (2)(12)

 

Internet and Media

 

Preferred Stock Warrant

  139,074   162   802 

Liqid, Inc. (2)(12)

 

Networking

 

Preferred Stock Warrant

  344,102   364   243 

Halio, Inc. (2)(12)

 

Power Management

 

Preferred Stock Warrant

  5,002,574   1,585   2,610 

Avalanche Technology, Inc. (2)(12)

 

Semiconductors

 

Preferred and Common Stock Warrants

  6,081   56    

BriteCore Holdings, Inc. (2)(12)

 

Software

 

Preferred Stock Warrant

  77,828   21   69 

Decisyon, Inc. (12)

 

Software

 

Common Stock Warrant

  82,967   46    

Dropoff, Inc. (2)(12)

 

Software

 

Common Stock Warrant

  516,732   455   197 

E La Carte, Inc. (2)(5)(12)

 

Software

 

Common Stock Warrant

  147,361   60   3 

Groundspeed Analytics, Inc. (2)(12)

 

Software

 

Preferred Stock Warrant

  86,300   6   6 

Kodiak Robotics, Inc. (2)(12)

 

Software

 

Preferred Stock Warrant

  639,918   273   296 

Lemongrass Holdings, Inc. (2)(12)

 

Software

 

Preferred Stock Warrant

  101,308   34   41 

Lotame Solutions, Inc. (2)(12)

 

Software

 

Preferred Stock Warrant

  288,115   22   312 

Lytics, Inc. (2)(12)

 

Software

 

Preferred Stock Warrant

  80,197   40   44 

Reputation Institute, Inc. (2)(12)

 

Software

 

Preferred Stock Warrant

  3,731   56   39 

Revinate Holdings, Inc. (2)(12)

 

Software

 

Preferred Stock Warrant

  682,034   46   99 

Riv Data Corp. (2)(12)

 

Software

 

Preferred Stock Warrant

  321,428   12   296 

SIGNiX, Inc. (12)

 

Software

 

Preferred Stock Warrant

  186,235   225    

Skyword, Inc. (12)

 

Software

 

Preferred and Common Stock Warrants

  301,055   48   1 

Slingshot Aerospace, Inc. (2)(12)

 

Software

 

Preferred Stock Warrant

  309,208   123   133 

Supply Network Visiblity Holdings LLC (2)(12)

 

Software

 

Preferred Stock Warrant

  682   64   83 

Topia Mobility, Inc. (2)(12)

 

Software

 

Preferred Stock Warrant

  3,049,607   138    

xAd, Inc. (2)(12)

 

Software

 

Preferred Stock Warrant

  4,343,348   177   12 

Total Non-Affiliate Warrants — Technology

      9,249   16,148 

Non-Affiliate Warrants — Healthcare information and services — 0.6% (8)

            

Hound Labs, Inc (2) (12)

 

Diagnostics

 

Preferred Stock Warrant

  159,893   47   54 

Kate Farms, Inc. (2)(12)

 

Other Healthcare

 

Preferred Stock Warrant

  82,965   102   1,370 

Secure Transfusion Services, Inc. (2)(12)

 

Other Healthcare

 

Preferred Stock Warrant

  77,690   47    

BrightInsight, Inc. (2)(12)

 

Software

 

Preferred Stock Warrant

  80,544   160   170 

Medsphere Systems Corporation (2)(12)

 

Software

 

Preferred Stock Warrant

  7,097,792   60   359 

Total Non-Affiliate Warrants — Healthcare information and services

      416   1,953 

Total Non-Affiliate Warrants

      14,790   29,712 

Non-Affiliate Other Investments — 0.4% (8)

                

Lumithera, Inc. (2)

 

Medical Device

 

Royalty Agreement

      1,200   1,100 

ZetrOZ, Inc. (12)

 

Medical Device

 

Royalty Agreement

         200 

Total Non-Affiliate Other Investments

      1,200   1,300 

Non-Affiliate Equity — 0.8% (8)

                

Castle Creek Biosciences, Inc. (12)

 

Biotechnology

 

Common Stock

  1,162   250   250 

Emalex Biosciences, Inc. (2)(12)

 

Biotechnology

 

Common Stock

  32,831   356   356 

Getaround, Inc. (2)(5)

 

Consumer-related Technologies

 

Common Stock

  87,082   253   57 

SnagAJob.com, Inc. (12)

 

Consumer-related Technologies

 

Common Stock

  82,974   8   83 

Lumithera, Inc. (2)

 

Medical Device

 

Common Stock

  392,651   2,000   1,700 

Tigo Energy, Inc. (2)

 

Other Sustainability

 

Preferred

  22,313   8   27 

Branded Online, Inc. (2)(5)

 

Software

 

Common Stock

  108,004   1,079   83 

Decisyon, Inc. (12)

 

Software

 

Preferred and Common Stock

  72,638,663   230    

Total Non-Affiliate Equity

      4,184   2,556 

Total Non-Affiliate Portfolio Investment Assets

     $721,248  $720,026 

Total Portfolio Investment Assets — 226.1% (8)

     $721,248  $720,026 
                 

 


(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.States, unless otherwise noted.

(2)

Has been pledged as collateral under the Key Facility, the NYL Facility the 2019 Asset-Backed Notes and/or the 2022 Asset-Backed Notes.

 

See Notes to Consolidated Financial Statements

 

19

Horizon Technology Finance Corporation and Subsidiaries
 

 

Consolidated Schedule of Investments

December 31, 2022

(Dollars in thousands)

 

(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, 2022 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, 2022, 6.5% and 6.6% 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 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, 2022.

(14)Entity is organized under the laws of Canada and has a principal place of business in Canada.

 

See Notes to Consolidated Financial Statements

 

 
20

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”.

 

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 2019 Asset-Backed Notes.

 

Horizon Funding I, LLC (“HFI”) was formed as a Delaware limited liability company on May 9, 2018, with Horizon Secured Loan Fund I LLC, a Delaware limited liability company (“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. As of April 21, 2020, HSLFI and its subsidiary, HFI, are consolidated by the Company.

 

The Company formed Horizon Funding 2022‑1 LLC (“2022‑1 LLC”) as a Delaware limited liability company on September 30, 2022 and Horizon Funding Trust 2022‑1 on October 18, 2022 (“2022‑1 Trust” and, together with the 2022‑1 LLC, the “2022‑1 Entities”). The 2022‑1 Entities are special purpose bankruptcy remote entities and are separate legal entities from the Company. The Company formed the 2022‑1 Entities for purposes of securitizing the 2022 Asset-Backed Notes.

 

The Company has also established an additional wholly owned subsidiary,subsidiaries, which isare structured as a Delaware limited liability company,companies, either to hold the assets of a portfolio companycompanies acquired in connection with a foreclosure or bankruptcy or to hold equity in portfolio companies which is athe Company may control. Such wholly-owned subsidiaries are separate legal entityentities 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.

 

 

21

Horizon Technology Finance Corporation and Subsidiaries
Notes to Consolidated Financial Statements
 
 

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‑Q 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 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. The current period’s results of operations are not necessarily indicative of results that ultimately may be achieved for the year. Therefore, the unaudited financial statements and notes should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2022.

 

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.

 

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 and 2022-1 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.

22

Horizon Technology Finance Corporation and Subsidiaries
Notes to Consolidated Financial Statements
 

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.

Investments

 

Investments are recorded at fair value. Pursuant to the amended SEC Rule 2a-5 of the 1940 Act, on July 29, 2022, the Company's board of directors (the “Board”) designated the Advisor as the Company’s “valuation designee.” The valuation designee determines the fair value of the Company’s portfolio investments and the Board oversees the valuation designee. 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 March 31,June 30, 2023, there were threetwo investments on nonaccrual status with a cost of $20.3$25.6 million and a fair value of $5.3$15.3 million. As of December 31, 2022, there were three investments on non-accrual status with a cost of $20.9 million and a fair value of $8.3 million. For the three and sixmonths ended March 31,June 30, 2023and 2022, the Company did not recognize any interest income received from debt investments on non-accrual status.

The Company has a limited number of debt investments in its portfolio that contain a PIK provision. Contractual PIK interest, which represents contractually deferred interest added to the loan balance that is generally due at the end of the loan term, is generally recorded on an accrual basis to the extent such amounts are expected to be collected. The Company will generally cease accruing PIK interest if there is insufficient value to support the accrual or management does not expect the portfolio company to be able to pay all principal and interest due. The Company recorded $1.0 million and $2.2 million in PIK interest income during the three and six months ended June 30, 2023, respectively. The Company recorded no PIK interest income during the three and six months ended June 30, 2022.

 

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 three months ended March 31,June 30, 2023 and 2022 was 6.3%3.1% and 9.5%6.8%, respectively. The proportion of the Company’s total investment income that resulted from the portion of ETPs not received in cash for the six months ended June 30, 2023 and 2022 was 4.7% and 8.0%, 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.

 

23

Horizon Technology Finance Corporation and Subsidiaries
Notes to Consolidated Financial Statements
 

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 March 31,June 30, 2023 and December 31, 2022 was $6.6$6.9 million and $7.1 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 March 31,June 30, 2023 and December 31, 2022 were $5.3$5.8 million and $4.8 million, respectively. The amortization expense for the three months ended March 31,June 30, 2023 and 2022 was $0.5 million and $0.3$0.4 million, respectively. The amortization expense for the six months ended June 30, 2023 and 2022 was $0.9 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 ServicesInvestment Companies, as amended, of the Financial Accounting Standards Board (“FASB”), 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. 

 

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 three months ended March 31,June 30, 2023 and 2022,, $0.2 million and $0.1 million, respectively, was accrued for U.S. federal excise tax. For the six months ended June 30, 2023 and 2022, $0.4 million and $0.2 million, respectively, was accrued for U.S. federal excise tax.

 

24

Horizon Technology Finance Corporation and Subsidiaries
Notes to Consolidated Financial Statements
 

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 March 31,June 30, 2023 and December 31, 2022. The Company’s income tax returns for the 2021, 2020 and 2019 tax years remain subject to examination by U.S. federal and state tax authorities.

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 August 2, 2021, the Company entered into an At-The-Market (“ATM”) sales agreement (the “2021 Equity Distribution Agreement”), with Goldman Sachs & Co. LLC and B. Riley FBR, Inc. (each a “Sales Agent” and, collectively, the “Sales Agents”). The 2021 Equity Distribution Agreement provides that the Company 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 the Company. Sales of the Company’s 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 three months ended March 31,June 30, 2023, the Company sold 605,848448,175 shares of common stock under the 2021 Equity Distribution Agreement. For the same period, the Company received total accumulated net proceeds of approximately $7.2$5.1 million, including $0.2$0.1 million of offering expenses, from these sales.

 

During the three months ended March 31,June 30, 2022, the Company sold 250,171868,230 shares of common stock under the 2021 Equity Distribution Agreement. For the same period, the Company received total accumulated net proceeds of approximately $3.9$10.3 million, including $0.1$0.2 million of offering expenses, from these sales.

During the six months ended June 30, 2023, the Company sold 1,054,023 shares of common stock under the 2021 Equity Distribution Agreement. For the same period, the Company received total accumulated net proceeds of approximately $12.3 million, including $0.3 million of offering expenses, from these sales. 

During the six months ended June 30,2022, the Company sold 1,118,401 shares of common stock under the 2021 Equity Distribution Agreement. For the same period, the Company received total accumulated net proceeds of approximately $14.2 million, including $0.2 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 June 30, 2023, shares representing approximately $18.9 million of its common stock remain available for issuance and sale under the 2021 Equity Distribution Agreement.

 

On March 14, 2022, the Company completed a follow-on public offering of 2,500,000 shares of its common stock at a public offering price of $14.35 per share, for total net proceeds to the Company of $34.3 million, after deducting underwriting commission and discounts and other offering expenses.

 

On June 2, 2023, the Company completed a follow-on public offering of 3,250,000 shares of its common stock at a public offering price of $12.50 per share, for total net proceeds to the Company of $38.9 million, after deducting underwriting commission and discounts and other offering expenses.

25

Horizon Technology Finance Corporation and Subsidiaries
Notes to Consolidated Financial Statements
 

The Company generally uses net proceeds from these offerings to make investments, to pay down liabilities and for general corporate purposes. As of March 31, 2023, shares representing approximately $24.1 million of its common stock remain available for issuance and sale under the 2021 Equity Distribution Agreement.

Stock Repurchase Program

 

On April 28, 2023, 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, 2024 or the repurchase of $5.0 million of the Company’s common stock. During the three and sixmonths ended March 31,June 30, 2023 and 2022, the Company did not make any repurchases of its common stock. From the inception of the stock repurchase program through March 31,June 30, 2023, 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 June 2022, the FASB issued Accounting Standards Update No. 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ASU 2022-03”). ASU 2022-03 clarifies the guidance when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of the security. The amendments in ASU 2022-03 are effective for public companies for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The Company is currently assessing the impact of ASU 2022-03 on its consolidated financial statements.

26

Horizon Technology Finance Corporation and Subsidiaries
Notes to 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 28, 2022, the Board unanimously approved the renewal of the Investment Management Agreement dated as of March 7, 2019 (the “2019 Investment Management Agreement”). At a meeting of the stockholders convened on May 25, 2023 and reconvened on June 28, 2023, the stockholders approved a new Investment Management Agreement which became effective on June 30, 2023 (the “New Investment Management Agreement” and collectively with the 2019 Investment Management Agreement, the “Investment Management Agreement”) upon the closing of the acquisition of the Advisor by MCH Holdco LLC, an affiliate of Monroe Capital LLC. The new Investment Management Agreement replaced the previously effective 2019 Investment Management Agreement. The 2019 Investment Management and the New Investment Management Agreement contain the same economic terms. 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.

On February 23, 2023, the Company announced that an affiliate of Monroe Capital LLC (“Monroe Capital”) has entered into a definitive purchase agreement to acquire one hundred percent (100%) of the membership interests of the Advisor and that the Company’s Board has unanimously approved a new investment management agreement with the Advisor, subject to stockholder approval at the annual meeting of stockholders to be held on May 25, 2023 and the closing of the purchase transaction. The Company is not a party to the definitive purchase agreement. Additional information on the approval of the new investment management agreement can be found in the Company’s proxy statement mailed to stockholders on or around April 6, 2023, and is available on the SEC’s website at http://www.sec.gov, or on the Company’s website at http://www.horizontechfinance.com.  

 

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 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.

 

The base management fee was and will beis 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 March 31,June 30, 2023 and December 31, 2022 was $1.1 million. The base management fee expense was $3.2 million and $2.2$2.5 million for the three months ended March 31,June 30, 2023 and 2022, respectively. The base management fee expense was $6.4 million and $4.8 million for the six months ended June 30, 2023 and 2022, 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.

 

27

Horizon Technology Finance Corporation and Subsidiaries
Notes to Consolidated Financial Statements
 

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 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.

 

The performance based incentive fee expense was $3.0$0.1 million and $1.4$2.1 million for the three months ended March 31,June 30, 2023 and 2022, respectively. The performance based incentive fee expense was $3.1 million and $3.6 million for the six months ended June 30, 2023 and 2022, respectively. The incentive fee on Pre-Incentive Fee Net Investment Income was subject to the Incentive Fee Cap and Deferral Mechanism for the three and sixmonths ended March 31,June 30, 2023, which resulted in $0.2$3.1 million and $3.3 million of reduced expense and additional net investment income.income, respectively. This deferral represents a contingent future liability and is not accrued until the amount can be reasonably estimated and payment is probable. The deferred amount may be paid up to three years after the date of deferment. The total contingent future liability as of March 31,June 30, 2023 was $1.3 million.$4.4 million, of which $1.1 million expires on December 31, 2025, $0.2 million expires on March 31, 2026 and $3.1 million expires on June 30, 2026, respectively. The incentive fee on Pre-Incentive Fee Net Investment Income was not subject to the Incentive Fee Cap and Deferral Mechanism for the three and sixmonths ended March 31,June 30, 2022. The performance based incentive fee payable as of March 31,June 30, 2023 and December 31, 2022 was $3.0$0.1 million and $1.4 million, respectively. The entire incentive fee payable as of March 31,June 30, 2023 and December 31, 2022 represented part one of the incentive fee.

 

28

Horizon Technology Finance Corporation and Subsidiaries
Notes to Consolidated Financial Statements
 

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 $0.4 million for the three months ended March 31,June 30, 2023 and 2022. The administrative fee expense was $0.8 million and $0.7 million for the six months ended June 30, 2023 and 2022, respectively.

 

 

Note 4. Investments

 

The following table shows the Company’s investments as of March 31,June 30, 2023 and December 31, 2022:

 

 

March 31, 2023

  

December 31, 2022

  

June 30, 2023

  

December 31, 2022

 
 

Cost

  

Fair Value

  

Cost

  

Fair Value

  

Cost

  

Fair Value

  

Cost

  

Fair Value

 
 

(In thousands)

  

(In thousands)

 

Investments

  

Debt

 $703,781  $684,554  $701,074  $686,458  $700,162  $683,309  $701,074  $686,458 

Warrants

 14,735  25,658  14,790  29,712  15,061  25,483  14,790  29,712 

Other

 1,200  1,300  1,200  1,300  1,200  1,300  1,200  1,300 

Equity

  4,446   3,800   4,184   2,556   7,210   5,299   4,184   2,556 

Total investments

 $724,162  $715,312  $721,248  $720,026  $723,633  $715,391  $721,248  $720,026 

 

29

Horizon Technology Finance Corporation and Subsidiaries
Notes to Consolidated Financial Statements
 

The following table shows the Company’s investments by industry sector as of March 31,June 30, 2023 and December 31, 2022:

 

 

March 31, 2023

  

December 31, 2022

  

June 30, 2023

  

December 31, 2022

 
 

Cost

  

Fair Value

  

Cost

  

Fair Value

  

Cost

  

Fair Value

  

Cost

  

Fair Value

 
 

(In thousands)

  

(In thousands)

 

Life Science

  

Biotechnology

 $187,970  $186,981  $193,372  $195,006  $182,489  $174,598  $193,372  $195,006 

Medical Device

 129,102  131,823  132,803  135,960  128,203  130,634  132,803  135,960 

Technology

  

Communications

 22,913  26,168  22,892  26,176  22,922  26,170  22,892  26,176 

Consumer-Related

 107,802  99,140  121,961  114,050  113,903  108,275  121,961  114,050 

Data Storage

 476  1,302  476  1,316  417  1,060  476  1,316 

Internet and Media

 329  1,583  329  1,159  329  1,634  329  1,159 

Networking

 10,111  9,984  11,831  11,710  8,391  8,274  11,831  11,710 

Power Management

 1,585  2,808  1,585  2,610  1,585  2,898  1,585  2,610 

Semiconductors

 57    56    57    56   

Software

 145,706  143,680  120,157  118,716  142,853  139,934  120,157  118,716 

Sustainability

  

Energy Efficiency

 8  27  8  27  111  97  8  27 

Other Sustainability

 84,753  83,734  84,633  85,524  86,095  83,942  84,633  85,524 

Healthcare Information and Services

  

Diagnostics

 9,862  9,868  9,851  9,858  9,960  9,969  9,851  9,858 

Other

 6,990  1,414  7,559  3,870  101  1,374  7,559  3,870 

Software

  16,498   16,800   13,735   14,044   26,217   26,532   13,735   14,044 

Total investments

 $724,162  $715,312  $721,248  $720,026  $723,633  $715,391  $721,248  $720,026 

 

 

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 three months ended March 31,June 30, 2023 were as follows:  

 

         

Three months ended June 30, 2023

         
         

Three months ended March 31, 2023

              
 

Fair value at

         

Transfers

     

Net

     

Fair value at

     

Fair value at

         

Transfers

     

Net

     

Fair value at

 

Portfolio

 

December 31,

     

Principal

 

in/(out) at

 

Discount

 

unrealized

 

Net realized

 

March 31,

 

Interest

  

March 31,

         

in/(out) at

 

Dividends

 

unrealized

 

Net realized

 

June 30,

 

Company

 

2022

  

Purchases

  

Payments

  

fair value

  

accretion

  

gain/(loss)

  

gain/(loss)

  

2023

  

income

  

2023

  

Purchases

  

Sales

  

fair value

  

declared

  

gain/(loss)

  

gain/(loss)

  

2023

 
 

(In thousands)

  

(In thousands)

 

Cadrenal Therapeutics, Inc.

 $  $  $  $  $  $846  $  $846  $   846               60      906 

Total non-controlled affiliates

 $  $  $  $  $  $846  $  $846  $  $846  $  $  $  $  $60  $  $906 

Transactions related to investments in non-controlled affiliated companies for the six months ended June 30, 2023 were as follows:  

          

Six months ended June 30, 2023

         
  

Fair value at

          

Transfers

      

Net

      

Fair value at

 

Portfolio

 

December 31,

      

Principal

  

in/(out) at

  

Discount

  

unrealized

  

Net realized

  

June 30,

 

Company

 

2022

  

Purchases

  

Payments

  

fair value

  

accretion

  

gain/(loss)

  

gain/(loss)

  

2023

 
  

(In thousands)

 

Cadrenal Therapeutics, Inc.

 $  $  $  $  $  $906  $  $906 

Total non-controlled affiliates

 $  $  $  $  $  $906  $  $906 

 

For the three and sixmonths ended March 31,June 30, 2022there were no transactions related to investments in non-controlled affiliated companies.

 

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).

 

For the three and sixmonths ended March 31,June 30, 2023, there were no transactions related to investments in controlled affiliated companies. 

 

30

Horizon Technology Finance Corporation and Subsidiaries
Notes to Consolidated Financial Statements
 

Transactions related to investments in controlled affiliated companies for the three months ended March 31,June 30, 2022 were as follows:

 

       

Three months ended March 31, 2022

                   

Three months ended June 30, 2022

         
  
 

Fair value at

       

Transfers

    

Net

    

Fair value at

    

Fair value at

         

Transfers

     

Net

     

Fair value at

 

Portfolio

 

December 31,

       

in/(out) at

 

Dividends

 

unrealized

 

Net realized

 

March 31,

 

Dividend

  

March 31,

         

in/(out) at

 

Dividends

 

unrealized

 

Net realized

 

June 30,

 

Company

 

2021

  

Purchases

  

Sales

  

fair value

  

declared

  

gain/(loss)

  

gain/(loss)

  

2022

  

income

  

2022

  

Purchases

  

Sales

  

fair value

  

declared

  

gain/(loss)

  

gain/(loss)

  

2022

 
 

(In thousands)

  

(In thousands)

 

HESP LLC

        (50)        50                  (200)        1,400   (1,200)   

Total controlled affiliates

 $  $  $(50) $  $  $50  $  $  $  $  $  $(200) $  $  $1,400  $(1,200) $ 

Transactions related to investments in controlled affiliated companies for the six months ended June 30, 2022 were as follows:

          

Six months ended June 30, 2022

         
  

Fair value at

          

Transfers

      

Net

      

Fair value at

 

Portfolio

 

December 31,

      

Principal

  

in/(out) at

  

Discount

  

unrealized

  

Net realized

  

June 30,

 

Company

 

2021

  

Purchases

  

Payments

  

fair value

  

accretion

  

gain/(loss)

  

gain/(loss)

  

2022

 
  

(In thousands)

 

HESP LLC

        (250)        1,450   (1,200)   

Total controlled affiliates

 $  $  $(250) $  $  $1,450  $(1,200) $ 

 

 

Note 6. Fair value

 

Prior to July 30, 2022, the Board determined the fair value of the Company’s investments. Pursuant to the amended SEC Rule 2a-5 of the 1940 Act, on July 29, 2022, the Board designated the Advisor as the Company’s “valuation designee.” The Board is responsible for oversight of the valuation designee. The valuation designee has established a Valuation Committee to determine in good faith the fair value of the Company’s investments, based on input from the Advisor’s management and personnel and independent valuation firms which are engaged at the direction of the Valuation Committee to assist in the valuation of certain portfolio investments lacking a readily available market quotation at least once during a trailing twelve-month period. The Valuation Committee determines fair values pursuant to a valuation policy approved by the Board and pursuant to 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.

 

The Company uses fair value measurements made by the valuation designee 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.

 

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.

 

31

Horizon Technology Finance Corporation and Subsidiaries
Notes to Consolidated Financial Statements
 

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 period end rates at which similar debt investments would be made to borrowers with similar credit ratings and for the same remaining maturities. 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.

 

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.

 

32

Horizon Technology Finance Corporation and Subsidiaries
Notes to Consolidated Financial Statements
 
 

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 detail the investments that are carried at fair value and measured at fair value on a recurring basis as of March 31,June 30, 2023 and December 31, 2022 and indicate the fair value hierarchy of the valuation techniques utilized by the Company to determine the fair value:

 

 

March 31, 2023

  

June 30, 2023

 
 

Level 1

  

Level 2

  

Level 3

  

Total

  

Level 1

  

Level 2

  

Level 3

  

Total

 
 

(In thousands)

  

(In thousands)

 

Debt investments

 $  $  $684,554  $684,554  $  $  $683,309  $683,309 

Warrant investments

   1,020  24,638  25,658    1,107  24,376  25,483 

Other investments

     1,300  1,300      1,300  1,300 

Equity investments

  885      2,915   3,800   1,040      4,259   5,299 

Total investments

 $885  $1,020  $713,407  $715,312  $1,040  $1,107  $713,244  $715,391 
 
  

December 31, 2022

 
  

Level 1

  

Level 2

  

Level 3

  

Total

 
  

(In thousands)

 

Debt investments

 $  $  $686,458  $686,458 

Warrant investments

     3,567   26,145   29,712 

Other investments

        1,300   1,300 

Equity investments

  140      2,416   2,556 

Total investments

 $140  $3,567  $716,319  $720,026 

 

The following tables provide a summary of quantitative information about the Company’s Level 3 fair value measurements of the Company’s investments as of March 31,June 30, 2023 and December 31, 2022. In addition to the techniques and inputs noted in the 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.

 

33

Horizon Technology Finance Corporation and Subsidiaries
Notes to Consolidated Financial Statements
 

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 March 31,June 30, 2023:

 

March 31, 2023

 

June 30, 2023

June 30, 2023

 
 

Fair

 

Valuation Techniques/

 

Unobservable

   

Weighted

  

Fair

 

Valuation Techniques/

 

Unobservable

   

Weighted

 

Investment Type

 

Value

 

Methodologies

 

Input

 

Range

 

Average(1)

  

Value

 

Methodologies

 

Input

 

Range

 

Average(1)

 
   

(Dollars in thousands, except per share data)

        

(Dollars in thousands, except per share data)

     

Debt investments

 $644,854 

Discounted Expected Future Cash Flows

 

Hypothetical Market Yield

 

11% – 20%

 14% $611,524 

Discounted Expected Future Cash Flows

 

Hypothetical Market Yield

 

11% – 24%

 14%
                      
 39,700 

Multiple Probability Weighted Cash Flow Model

 

Probability Weighting

 

10% - 100%

 43% 71,785 

Multiple Probability Weighted Cash Flow Model

 

Probability Weighting

 

5% - 100%

 50%
                      

Warrant investments

 24,638 

Black-Scholes Valuation Model

 

Price Per Share

 

0.100 –1,89999

 $62.82  24,314 

Black-Scholes Valuation Model

 

Price Per Share

 

0.000 –1,89999

 $59.21 
     

Average Industry Volatility

 

28%

 28%     

Average Industry Volatility

 

28%

 28%
     

Marketability Discount

 

20%

 20%     

Marketability Discount

 

20%

 20%
     

Estimated Time to Exit (in years)

 1 to 5 3      

Estimated Time to Exit (in years)

 1 to 5 3 
            62 

Expected Proceeds

 

Price Per Share

 $0.25 $0.25 
           

Other investments

 1,300 

Multiple Probability Weighted Cash Flow Model

 

Discount Rate

 

25%

 25% 1,300 

Multiple Probability Weighted Cash Flow Model

 

Discount Rate

 

25%

 25%
     

Probability Weighting

 

100%

 100%     

Probability Weighting

 

100%

 100%
                      

Equity investments

 2,915 

Last Equity Financing

 

Price Per Share

 

$1.00– $215.03

 $40.27  4,259 

Last Equity Financing

 

Price Per Share

 

$0.03– $215.03

 $27.56 
                        

Total Level 3 investments

 $713,407           $713,244          

 


(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, 2022:

 

December 31, 2022

 
  

Fair

 

Valuation Techniques/

 

Unobservable

   

Weighted

 

Investment Type

 

Value

 

Methodologies

 

Input

 

Range

 

Average(1)

 
     

(Dollars in thousands, except per share data)

      

Debt investments

 $669,617 

Discounted Expected Future Cash Flows

 

Hypothetical Market Yield

 3% – 22%  14%
              
   16,545 

Multiple Probability Weighted Cash Flow Model

 

Probability Weighting

 10% - 75%  31%
              
   296 

Convertible Note Analysis

 

Price Per Share

 $168.93 $168.93 
              

Warrant investments

  26,145 

Black-Scholes Valuation Model

 

Price Per Share

 

0.000 –1.89999

 $58.52 
       

Average Industry Volatility

 28%  28%
       

Marketability Discount

 20%  20%
       

Estimated Time to Exit (in years)

 1 to 5  3 
              

Other investments

  1,300 

Multiple Probability Weighted Cash Flow Model

 

Discount Rate

 25%  25%
       

Probability Weighting

 100%  100%
              

Equity investments

  2,416 

Last Equity Financing

 

Price Per Share

 

$1.00– $215.03

 $26.93 
              

Total Level 3 investments

 $716,319          

 


(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 March 31,June 30, 2023, the closing price of the 2026 Notes on the New York Stock Exchange was $23.39$23.35 per note and had an aggregate fair value of $53.8$53.7 million. Therefore, the Company has categorized this borrowing as Level 1 within the fair value hierarchy described above. The fair value of the fixed-rate 2027 Notes (as defined in Note 7) is based on the closing public share price on the date of measurement. On March 31,June 30, 2023, the closing price of the 2027 Notes on the New York Stock Exchange was $24.00$24.14 per note and had an aggregate fair value of $55.2$55.5 million. Therefore, the Company has categorized this borrowing as Level 1 within the fair value hierarchy described above. Based on market quotations on March 31,June 30, 2023, the 2019 Asset-Backed Notes were trading at par value, or $37.8$30.8 million, and are categorized as Level 3 within the fair value hierarchy described above. Based on market quotations on March 31,June 30, 2023, the 2022 Asset-Backed Notes were trading at par value, or $100.0 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.

 

34

Horizon Technology Finance Corporation and Subsidiaries
Notes to Consolidated Financial Statements
 

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 three months ended March 31,June 30, 2023:

 

 

Three months ended March 31, 2023

  

Three months ended June 30, 2023

 
 

Debt

 

Warrant

 

Equity

 

Other

    

Debt

 

Warrant

 

Equity

 

Other

   
 

Investments

  

Investments

  

Investments

  

Investments

  

Total

  

Investments

  

Investments

  

Investments

  

Investments

  

Total

 
 

(In thousands)

  

(In thousands)

 

Level 3 assets, beginning of period

 $686,458  $26,145  $2,416  $1,300  $716,319  $684,554  $24,638  $2,915  $1,300  $713,407 

Purchase of investments

 46,998    10    47,008  40,545        40,545 

Warrants received and classified as Level 3

   141      141 

Warrants and equity received and classified as Level 3

   515  89    604 

Principal payments received on investments

 (39,756)       (39,756) (24,740)       (24,740)

Payment-in-kind interest on investments

 1,204    1,204  950    950 

Proceeds from sale of investments

 (6,508) (12)     (6,520) (528) (1,458)     (1,986)

Net realized gain (loss) on investments

 7  (141)     (134)

Unrealized (depreciation) appreciation included in earnings

 (4,566) (1,490) 189    (5,867)

Net realized (loss) gain on investments

 (17,672) 1,287  (127)   (16,512)

Unrealized appreciation (depreciation) included in earnings

 2,118  (606) (1,307)   205 

Transfer out of Level 3

   (111)  (111)

Transfer out of debt investments

 (295) (5) 300    (2,800)   2,800     

Other

  1,012            1,012   882            882 

Level 3 assets, end of period

 $684,554  $24,638  $2,915  $1,300  $713,407  $683,309  $24,376  $4,259  $1,300  $713,244 

 

During the three months ended March 31,June 30, 2023, there were no transfers in orwas one transfer out of Level 3.

The changeone transfer out of Level 3 related to equity held in unrealized depreciation included in the consolidated statementone portfolio company with an aggregate fair value of operations attributable$0.1 million that was transferred to Level 31 investments still held at March 31, 2023 includes $4.6 million in unrealized depreciation on debt and other investments, $1.4 million in unrealized depreciation on warrant investments and $0.2 million in unrealized appreciation on equity investments.upon the portfolio company becoming a public company.

 

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 three months ended March 31,June 30, 2022:

 

 

Three months ended March 31, 2022

  

Three months ended June 30, 2022

 
 

Debt

 

Warrant

 

Equity

 

Other

    

Debt

 

Warrant

 

Equity

 

Other

   
 

Investments

  

Investments

  

Investments

  

Investments

  

Total

  

Investments

  

Investments

  

Investments

  

Investments

  

Total

 
 

(In thousands)

  

(In thousands)

 

Level 3 assets, beginning of period

 $437,317  $19,837  $203  $200  $457,557  $492,194  $21,645  $203  $200  $514,242 

Purchase of investments

 94,485        94,485  158,985    250    159,235 

Warrants received and classified as Level 3

   808      808    669      669 

Principal payments received on investments

 (14,095)     (50) (14,145) (73,096)     (232) (73,328)

Proceeds from sale of investments

 (21,250) (30)     (21,280) (21,750) (396)     (22,146)

Net realized gain on investments

   30      30 

Net realized gain (loss) on investments

   239    (1,168) (929)

Unrealized (depreciation) appreciation included in earnings

 (3,170) 1,000    50  (2,120) (3,797) 3,010    1,400  613 

Other

  (1,093)           (1,093)  (976)           (976)

Level 3 assets, end of period

 $492,194  $21,645  $203  $200  $514,242  $551,560  $25,167  $453  $200  $577,380 

 

During the three months ended March 31,June 30, 2022, there were no transfers in or out of Level 3.

35

Horizon Technology Finance Corporation and Subsidiaries
Notes to Consolidated Financial Statements

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 six months ended June 30, 2023:

  

Six months ended June 30, 2023

 
  

Debt

  

Warrant

  

Equity

  

Other

     
  

Investments

  

Investments

  

Investments

  

Investments

  

Total

 
  

(In thousands)

 

Level 3 assets, beginning of period

 $686,458  $26,145  $2,416  $1,300  $716,319 

Purchase of investments

  87,543      10      87,553 

Warrants and equity received and classified as Level 3

     656   89      745 

Principal payments received on investments

  (64,496)           (64,496)

Payment-in-kind interest on investments

  2,154            2,154 

Proceeds from sale of investments

  (7,036)  (1,470)        (8,506)

Net realized (loss) gain on investments

  (17,665)  1,146   (127)     (16,646)

Unrealized depreciation included in earnings

  (2,448)  (2,096)  (1,118)     (5,662)

Transfer out of Level 3

        (111)     (111)

Transfer out of debt investments

  (3,095)  (5)  3,100       

Other

  1,894            1,894 

Level 3 assets, end of period

 $683,309  $24,376  $4,259  $1,300  $713,244 

During the six months ended June 30, 2023, there was one transfer out of Level 3. The 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.

The change in unrealized depreciation included in the consolidated statement of operations attributable to Level 3 investments still held at June 30, 2023 includes $13.1 million in unrealized depreciation on debt investments, $1.9 million in unrealized depreciation on warrant investments and $1.3 million in unrealized depreciation on equity 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 six months ended June 30, 2022:

  

Six months ended June 30, 2022

 
  

Debt

  

Warrant

  

Equity

  

Other

     
  

Investments

  

Investments

  

Investments

  

Investments

  

Total

 
  

(In thousands)

 

Level 3 assets, beginning of period

 $437,317  $19,837  $203  $200  $457,557 

Purchase of investments

  253,470      250      253,720 

Warrants received and classified as Level 3

     1,477         1,477 

Principal payments received on investments

  (87,191)        (282)  (87,473)

Proceeds from sale of investments

  (43,000)  (426)        (43,426)

Net realized gain (loss) on investments

     269      (1,168)  (899)

Unrealized (depreciation) appreciation included in earnings

  (6,967)  4,010      1,450   (1,507)

Other

  (2,069)           (2,069)

Level 3 assets, end of period

 $551,560  $25,167  $453  $200  $577,380 

During the six months ended June 30, 2022, there were no transfers in or out of Level 3.

 

The change in unrealized depreciation included in the consolidated statement of operations attributable to Level 3 investments still held at March 31,June 30, 2022 includes $3.3$7.0 million in unrealized depreciation on debt and other investments and $1.0$4.7 million in unrealized appreciation on warrant investments.

 

3536

Horizon Technology Finance Corporation and Subsidiaries
Notes to Consolidated Financial Statements
 

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 March 31,June 30, 2023 and December 31, 2022, 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.

 

 

Note 7. Borrowings

 

The following table shows the Company’s borrowings as of March 31,June 30, 2023 and December 31, 2022:

 

 

March 31, 2023

  

December 31, 2022

  

June 30, 2023

  

December 31, 2022

 
 

Total

 

Balance

 

Unused

 

Total

 

Balance

 

Unused

  

Total

 

Balance

 

Unused

 

Total

 

Balance

 

Unused

 
 

Commitment

  

Outstanding

  

Commitment

  

Commitment

  

Outstanding

  

Commitment

  

Commitment

  

Outstanding

  

Commitment

  

Commitment

  

Outstanding

  

Commitment

 
 

(In thousands)

  

(In thousands)

 

Key Facility

 $125,000  $15,000  $110,000  $125,000  $5,000  $120,000  $150,000  $  $150,000  $125,000  $5,000  $120,000 

NYL Facility

 200,000  176,750  23,250  200,000  176,750  23,250  250,000  176,750  73,250  200,000  176,750  23,250 

2019 Asset-Backed Notes

 37,791  37,791    42,573  42,573    30,807  30,807    42,573  42,573   

2022 Asset-Backed Notes

 100,000 100,000  100,000 100,000   100,000 100,000  100,000 100,000  

2027 Notes

 57,500  57,500    57,500  57,500    57,500  57,500    57,500  57,500   

2026 Notes

  57,500   57,500      57,500   57,500      57,500   57,500      57,500   57,500    

Total before debt issuance costs

  577,791   444,541   133,250   582,573   439,323   143,250   645,807   422,557   223,250   582,573   439,323   143,250 

Unamortized debt issuance costs attributable to term borrowings

     (4,896)        (5,245)        (4,541)        (5,245)   

Total borrowings outstanding, net

 $577,791  $439,645  $133,250  $582,573  $434,078  $143,250  $645,807  $418,016  $223,250  $582,573  $434,078  $143,250 

 

As of March 31,June 30, 2023, with certain limited exceptions, the Company, as a BDC, 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 March 31,June 30, 2023, the asset coverage for borrowed amounts was 172%184%.

 

3637

Horizon Technology Finance Corporation and Subsidiaries
Notes to Consolidated Financial Statements
 

Credit Facilities

 

Key Facility

 

The Company entered into the Key Facility with Key effective November 4, 2013. On June 22, 2021,29, 2023, the Company amended the Key Facility, among other things, to amendincrease the interest rate appliedcommitment amount to the outstanding principal balance$150 million and to extendincrease the period during whichamount of the Company may request advances under the Key Facility to June 22, 2024. The Key Facility has an accordion feature which now allows for anthe potential increase in the total loan commitment amount to $150 million from the $125 million commitment.$300 million. 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 Company may request advances under the Key Facility through June 22, 2024 and the Key Facility is scheduled to mature on June 22, 2026. 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 8.00%8.25% and 7.50% on March 31,June 30, 2023 and December 31, 2022, respectively. The average interest rate on the Key Facility for the three months ended March 31,June 30, 2023 and 2022 was 7.94%8.41% and 4.25%, respectively. The average interest rate on the Key Facility for the six months ended June 30, 2023 and 2022 was 8.17% and 4.25%, 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 March 31,June 30, 2023 and December 31, 2022, the Company had borrowing capacity under the Key Facility of $110.0$150.0 million and $120.0 million, respectively. At March 31,June 30, 2023 and December 31, 2022, $47.7$61.4 million and $40.2 million, respectively, was available for borrowing, subject to existing terms and advance rates.

 

NYL Facility

 

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.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. The notes were issued pursuant to the Indenture. 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 3.55% and 5.15% with an interest rate floor, depending on the rating of such notes at the time of issuance.

 

On February 25, 2022, the Company amended its NYL Facility increasingto, among other things, reduce the applicable margin used to calculate the credit facility’s interest rate on the Company’s borrowings above $100.0 million. Such borrowings were priced at the three-year USD mid-market swap rate plus 3.00%.

On May 24, 2023, the Company amended its NYL Facility to, among other things, increase the commitment by $100.0$50.0 million to enable its wholly-owned subsidiary to issue up to $200.0$250.0 million of secured notes. The amendment to the NYL Facility extends the investment period to June 20232024 and the maturity date of all advances to June 2028.2029. In addition, the amendment among other things, reducesamended the applicable margin used to calculate the credit facility’s interest rate onfor advances made after May 24, 2023, fixing the Company’s borrowings above $100.0 million. Such borrowings will be pricedinterest rate at the three-year USD mid-market swapgreater of (i) 4.60% and (ii) the Three Year I Curve plus 3.50%, with the interest rate plus 3.00%.to be reset on any advance date. 

 

There were $176.8 million in advances made by the NYL Noteholders as of March 31,June 30, 2023 and December 31, 2022. The interest rate as of March 31,June 30, 2023 and December 31, 2022 was 5.62% and 5.57%., respectively. As of March 31,June 30, 2023 and December 31, 2022, the Company had borrowing capacity under the NYL Facility of $73.2 million and $23.2 million.million, respectively. At March 31,June 30, 2023 and December 31, 2022$21.1$3.0 million and $23.2 million, respectively, was available for borrowing, subject to existing terms and advance rates.

 

Under the terms of the NYL Facility, the Company is required to maintain a reserve cash balance, which may be used to pay monthly interest and principal payments on the NYL Facility. The Company has segregated these funds and classified them as restricted investments in money market funds. At March 31,June 30, 2023 and December 31, 2022, there were approximately $1.3 million and $1.0 million, respectively, of restricted investments.

 

Securitizations

 

2019 Asset-Backed Notes

 

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 2019 Asset-Backed Notes. The 2019 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 2019 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 2019 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 2019 Asset-Backed Notes ended July 15, 2021 and the maturity date is September 15, 2027.

 

As of March 31,June 30, 2023 and December 31, 2022, the 2019 Asset-Backed Notes had an outstanding principal balance of $37.8$30.8 million and $42.6 million, respectively.

 

Under the terms of the 2019 Asset-Backed Notes, the Company is required to maintain a reserve cash balance, funded through proceeds from the sale of the 2019 Asset-Backed Notes, which may be used to pay monthly interest and principal payments on the 2019 Asset-Backed Notes. The Company has segregated these funds and classified them as restricted investments in money market funds. At March 31,June 30, 2023 and December 31, 2022, there were approximately $0.5 million and $0.6 million of restricted investments, respectively.

 

3738

Horizon Technology Finance Corporation and Subsidiaries
Notes to Consolidated Financial Statements
 

2022 Asset-Backed Notes

 

On November 9, 2022, the Company completed a term debt securitization in connection with which an affiliate of the Company made an offering of the 2022 Asset-Backed Notes. The 2022 Asset-Backed Notes were rated A by DRBS,DBRS, Inc. There has been no change in the rating since November 9, 2022.

 

The 2022 Asset-Backed Notes were issued by the 2022‑1 Trust pursuant to a note purchase agreement, dated as of November 9, 2022, 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 2022 Asset-Backed Notes will be paid, to the extent of funds available, at a fixed rate of 7.56% per annum. The reinvestment period of the 2022 Asset-Backed Notes ends November 15, 2024 and the maturity date is November 15, 2030.

 

As of March 31,June 30, 2023 and December 31, 2022, the 2022 Asset-Backed Notes had an outstanding principal balance of $100.0$100.0 million.

 

Under the terms of the 2022 Asset-Backed Notes, the Company is required to maintain a reserve cash balance, funded through proceeds from the sale of the 2022 Asset-Backed Notes, which may be used to pay monthly interest and principal payments on the 2022 Asset-Backed Notes. The Company has segregated these funds and classified them as restricted investments in money market funds. At March 31,June 30, 2023 and December 31, 2022, there were approximately $1.1 million and $1.0$1.2 million of restricted investments, respectively.

 

Unsecured Notes

 

2026 Notes

 

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 in 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 March 31,June 30, 2023, 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”.

 

2027 Notes

 

On June 15, 2022, the Company issued and sold an aggregate principal amount of $50.0 million of 6.25% notes due in 2027 and on July 11, 2022, pursuant to the underwriters’ 30 day option to purchase additional notes, the Company sold an additional $7.5 million of such notes (collectively, the “2027 Notes”). The 2027 Notes have a stated maturity of June 15, 2027 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 June 15, 2024 at a redemption price of $25 per security plus accrued and unpaid interest. The 2027 Notes bear interest at a rate of 6.25% per year, payable quarterly on March 30, June 30, September 30 and December 30 of each year, commencing on September 30, 2022. The 2027 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 2027 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 March 31,June 30, 2023, the Company was in material compliance with the terms of the 2027 Notes. The 2027 Notes are listed on the New York Stock Exchange under the symbol “HTFC”.

 

3839

Horizon Technology Finance Corporation and Subsidiaries
Notes to Consolidated Financial Statements
 
 

Note 8. 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 $166.2$143.4 million and $190.0 million as of March 31,June 30, 2023 and December 31, 2022, respectively. Commitments to extend credit consist principally of the unused portions of commitments that obligate the Company to extend credit, 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. 

 

The following table provides the Company’s unfunded commitments by portfolio company as of March 31,June 30, 2023:

 

 

March 31, 2023

  

December 31, 2022

  

June 30, 2023

  

December 31, 2022

 
     

Fair Value of

     

Fair Value of

     

Fair Value of

    

Fair Value of

 
     

Unfunded

     

Unfunded

     

Unfunded

    

Unfunded

 
 

Principal

 

Commitment

 

Principal

 

Commitment

  

Principal

 

Commitment

 

Principal

 

Commitment

 
 

Balance

  

Liability

  

Balance

  

Liability

  

Balance

  

Liability

  

Balance

  

Liability

 
 

(In thousands)

 

(In thousands)

  

(In thousands)

 

(In thousands)

 

BrightInsight, Inc.

 $18,250  $241  $21,000  $278  $18,250  $241  $21,000  $278 

Britecore Holdings, Inc.

     5,000  66      5,000  66 

Castle Creek Biosciences

 4,000  72  4,000  72  4,000  72  4,000  72 

Corinth Medtech, Inc.

 200       

Divergent Technologies, Inc.

 18,750  197  22,500  236  11,250  118  22,500  236 

Engage3, LLC

 8,000  40  8,000  40      8,000  40 

Groundspeed Analytics, Inc.

 15,500  150  15,000  150      15,000  150 

Hound Labs, Inc.

 7,500  88  7,500  88      7,500  88 

KSQ Therapeutics, Inc.

 10,000  100  10,000  100      10,000  100 

Lytics, Inc.

 4,000  52  5,000  65  4,000  52  5,000  65 

Native Microbials, Inc.

     7,500  72      7,500  72 

Nexii Building Solutions, Inc.

 1,488    

Noodle Partners, Inc.

 10,000  123      10,000  123     

Optoro, Inc.

 15,000  38  15,000  38  11,250    15,000  38 

PDS Biotechnology Corporation

 10,000  158  10,000  158  10,000  158  10,000  158 

Robin Healthcare, Inc.

 5,000  50  10,000  100  5,000  50  10,000  100 

SafelyYou, Inc.

 20,000 270   

Scientia Vascular, Inc.

 10,000  110  10,000  110  5,000  55  10,000  110 

STS (ABC), LLC

 140    

Slingshot Aerospace, Inc.

 5,000  63  5,000  64  5,000  64  5,000  64 

Supply Network Visibility Holdings, LLC

 10,000 35   

Swift Health Systems Inc.

 18,500    25,500  105  11,500    25,500  105 

Temperpack Technologies, Inc.

  6,500   14   9,000   19  6,500  14  9,000  19 

Viken Detection Corporation

  10,000   160       

Total

 $166,200  $1,496  $190,000  $1,761  $143,378  $1,412  $190,000  $1,761 

 

The table above also provides the fair value of the Company’s unfunded commitment liability as of March 31,June 30, 2023 and December 31, 2022, which totaled $1.5$1.4 million and $1.8 million, respectively. 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.

 

 

3940

Horizon Technology Finance Corporation and Subsidiaries
Notes to Consolidated Financial Statements
 
 

Note 9. 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 period to period as new debt investments are recorded and existing debt investments are repaid. The Company’s five largest debt investments, at cost and fair value, represented 25% and 23% of total debt investments outstanding as of March 31,June 30, 2023 and December 31, 2022No single debt investment represented more than 10% of the total debt investments at cost or fair value as of March 31,June 30, 2023 and December 31, 2022. Investment income, consisting of interest and fees, can fluctuate significantly upon repayment of large debt investments. Interest income from the five largest debt investments at cost and fair value accounted for 22%23% and 26%22% of total interest and fee income on investments for the three months ended March 31,June 30, 2023 and 2022, respectively. Interest income from the five largest debt investments at fair value accounted for 23% of total interest and fee income on investments for the three months ended June 30, 2023 and 2022. Interest income from the five largest debt investments at cost accounted for 23% and 22% of total interest and fee income on investments for the six months ended June 30, 2023 and 2022, respectively. Interest income from the five largest debt investments at fair value accounted for 23% and 22% of total interest and fee income on investments for the six months ended June 30, 2023 and 2022, respectively.   

 

4041

Horizon Technology Finance Corporation and Subsidiaries
Notes to Consolidated Financial Statements
 
 

Note 10. Distributions

 

The Company’s distributions are recorded on the declaration date. The following table summarizes the Company’s distribution activity for the threesix months ended March 31,June 30, 2023 and for the year ended December 31, 2022:

 

           

DRIP

 

DRIP

            

DRIP

 

DRIP

 

Date

     

Amount

 

Cash

 

Shares

 

Share

      

Amount

 

Cash

 

Shares

 

Share

 

Declared

 

Record Date

 

Payment Date

 

Per Share

  

Distribution

  

Issued

  

Value

  

Record Date

 

Payment Date

 

Per Share

  

Distribution

  

Issued

  

Value

 
     

(In thousands, except share and per share data)

      

(In thousands, except share and per share data)

 

Three Months Ended March 31, 2023

             

Six Months Ended June 30, 2023

             

4/28/2023

 

8/17/23

 

9/15/23

 $0.11  $    $ 

4/28/2023

 

7/18/23

 

8/15/23

 0.11    

4/28/2023

 

6/16/23

 

7/14/23

 0.11 3,434 7,424 96 

2/23/2023

 

5/18/23

 

6/14/23

 $0.11  $    $  

5/18/23

 

6/14/23

  0.11   3,087   7,128   86 

2/23/2023

 

4/18/23

 

5/16/23

 0.11     

4/18/23

 

5/16/23

 0.11 3,068 6,705 84 

2/23/2023

 

3/17/23

 

4/14/23

  0.11  3,035  6,894  81  

3/17/23

 

4/14/23

  0.11  3,035  6,894  81 
     $0.33  $3,035   6,894  $81      $0.66  $12,624   28,151  $347 

Year Ended December 31, 2022

                          

10/28/2022

 

2/17/23

 

3/15/23

 $0.11 $3,040 6,764 $75  

2/17/23

 

3/15/23

 $0.11 $3,040 6,764 $75 

10/28/2022

 

1/18/23

 

2/15/23

 0.11 3,021 5,754 74  

1/18/23

 

2/15/23

 0.11 3,021 5,754 74 

10/28/2022

 

12/19/22

 

1/13/23

 0.11 2,978 5,618 69  

12/19/22

 

1/13/23

 0.11 2,978 5,618 69 

10/28/2022

 

11/17/22

 

12/15/22

 0.05 1,319 2,171 27  

11/17/22

 

12/15/22

 0.05 1,319 2,171 27 

7/29/2022

 

11/17/22

 

12/15/22

 0.10  2,638  4,341  57  

11/17/22

 

12/15/22

 0.10  2,638  4,341  57 

7/29/2022

 

10/18/22

 

11/15/22

 0.10  2,580  4,621  60  

10/18/22

 

11/15/22

 0.10  2,580  4,621  60 

7/29/2022

 

9/19/22

 

10/14/22

 0.10  2,558  7,703  81  

9/19/22

 

10/14/22

 0.10  2,558  7,703  81 

4/29/2022

 

8/18/22

 

9/15/22

 0.10  2,528  4,925  60  

8/18/22

 

9/15/22

 0.10 2,528 4,925 60 

4/29/2022

 

7/19/22

 

8/16/22

 0.10  2,484  3,939  55  

7/19/22

 

8/16/22

 0.10  2,484  3,939  55 

4/29/2022

 

6/17/22

 

7/15/22

 0.10 2,434 4,286 51  

6/17/22

 

7/15/22

 0.10  2,434  4,286  51 

2/25/2022

 

5/18/22

 

6/15/22

  0.10   2,378   4,428   50  

5/18/22

 

6/15/22

  0.10   2,378   4,428   50 

2/25/2022

 

4/19/22

 

5/16/22

 0.10 2,349 4,088 49  

4/19/22

 

5/16/22

 0.10 2,349 4,088 49 

2/25/2022

 

3/18/22

 

4/14/22

  0.10   2,352   3,221   46  

3/18/22

 

4/14/22

  0.10   2,352   3,221   46 
     $1.28  $32,659   61,859  $754      $1.28  $32,659   61,859  $754 

 

On AprilJuly 28, 2023, the Board declared monthly distributions per share, payable as set forth in the following table:

 

Monthly distributions

 

Ex-Dividend Date

 

Record Date

 

Payment Date

 

Distributions Declared

 

June 15, 2023

 

June 16, 2023

 

July 14, 2023

 $0.11 

July 17, 2023

 

July 18, 2023

 

August 15, 2023

 $0.11 

August 16, 2023

 

August 17, 2023

 

September 15, 2023

 $0.11 

Ex-Dividend Date

 

Record Date

 

Payment Date

 

Distributions Declared

 

September 18, 2023

 

September 19, 2023

 

October 16, 2023

 $0.11 

October 17, 2023

 

October 18, 2023

 

November 15, 2023

 $0.11 

November 16, 2023

 

November 17, 2023

 

December 15, 2023

 $0.11 

 

After paying distributions of $0.33 per share and earning net investment income of $0.46$0.54 per share for the quarter, the Company’s undistributed spillover income as of March 31,June 30, 2023 was $0.81$1.02 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.

 

4142

Horizon Technology Finance Corporation and Subsidiaries
Notes to Consolidated Financial Statements
 
 

Note 11. Financial highlights

 

The following table shows financial highlights for the Company:

 

 

Three months ended March 31,

   

Six months ended June 30,

  
 

2023

   

2022

   

2023

   

2022

  
 

(In thousands, except share and per share data)

   

(In thousands, except share and per share data)

  

Per share data:

              

Net asset value at beginning of period

 $11.47   $11.56   $11.47   $11.56  

Net investment income

 0.46   0.26   1.00   0.62  

Realized loss

 (0.01)     (0.58)  (0.04) 

Unrealized depreciation on investments

  (0.26)   (0.10)   (0.23)   (0.10) 

Net increase in net assets resulting from operations

 0.19   0.16   0.19   0.48  

Distributions declared (1)

 (0.33)  (0.30)  (0.66)  (0.60) 

From net investment income

 (0.33)  (0.30)  (0.66)  (0.60) 

From net realized gain on investments

            

Return of capital

            

Other (2)

  0.01    0.26    0.07    0.25  

Net asset value at end of period

 $11.34   $11.68   $11.07   $11.69  

Per share market value, beginning of period

 $11.60   $15.92   $11.60   $15.92  

Per share market value, end of period

 $11.28   $13.90   $12.08   $11.54  

Total return based on a market value (3)

 0.1

%

  (10.8

)%

  9.8

%

  (23.7

)%

 

Shares outstanding at end of period

 28,377,357   23,977,137   32,096,259   24,857,104  

Ratios to average net assets:

              

Expenses without incentive value (4)

 14.8

%

  10.6

%

  14.2

%

  10.8

%

 

Incentive fees (4)

  3.7

%

   2.2

%

   1.9

%

   2.6

%

 

Net expenses (4)

  18.5

%

   12.8

%

   16.1

%

   13.4

%

 

Net investment income with incentive fees (4)

 16.3

%

  8.7

%

  17.5

%

  10.5

%

 

Net assets at the end of the period

 $321,683   $279,989   $355,419   $290,605  

Average net asset value

 $320,066   $262,662   $331,850   $271,976  

Average debt per share

 $15.61   $12.21   $15.11   $12.81  

Portfolio turnover ratio

 4.2

%

(5)

 2.6

%

(5)

 7.6

%

(5)

 11.3

%

(5)

 


(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)

Annualized.

 

(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.

 

4243

Horizon Technology Finance Corporation and Subsidiaries
Notes to Consolidated Financial Statements
 
 

Note 12. Subsequent Events

 

InOn AprilJuly 6, 2023, the Company sold 272,303funded a $0.3 million debt investment to an existing portfolio company, Nexii Building Solutions, Inc. ("Nexii"). On July 25, 2023, the Company funded an additional $0.3 million debt investment to Nexii. On July 27, 2023, the Company funded an additional $0.2 million debt investment to Nexii.

On July 12, 2023, Evelo Biosciences, Inc. (“Evelo”) paid down $5.0 million of the principal amount of its loans outstanding under that certain Venture Loan and Security Agreement by and among the Company, the other lender parties therein and Evelo, dated as of December 15, 2022, as amended (the “Loan Agreement”), and the Company and Evelo converted $5.0 million of the principal amount of the loans outstanding under the Loan Agreement into 2,164,502 unregistered shares of common stock under the 2021 Equity Distribution Agreement. For the same period, the Company received total accumulated net proceedsCommon Stock of approximately $3.1 million, including $0.1 million of offering expenses, from these sales.Evelo.

 

IMV Inc.On July 13, 2023, the Company funded a $0.8 million equity investment to an existing portfolio company, Better Place Forests Co. (“IMV”Better Place”) (NASDAQ: IMV; TSX: IMV), announced on May 1, 2023 that the Nova Scotia Supreme Court has issued an initial order (the “Initial Order”) granting IMV and its subsidiaries protection under the Companies’ Creditors Arrangement Act (R.S.C., 1985, c. C-36) and IMV will seek the recognitionconverted $0.5 million of the Initial Orderprincipal amount of its outstanding debt investments in the United States by filing a petition commencing proceedings under the Chapter 15Better Place into preferred stock of Better Place and converted $2.7 million of the United States Bankruptcy Code.principal amount of its outstanding debt investments in Better Place into common stock of Better Place.

On July 18, 2023, the Company funded a $0.2 million debt investment to an existing portfolio company, Aerobiotix, LLC.

On July 31, 2023, the Company funded a $5.0 million debt investment to a new portfolio company, Tallac Therapeutics, Inc. 

 

 

4344

 
 

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations

 

In this quarterly report on Form 10Q, except where the context suggests otherwise, the terms we, us, our and Horizon Technology Finance refer to Horizon Technology Finance Corporation and its consolidated subsidiaries. The information contained in this section should be read in conjunction with our consolidated financial statements and related notes thereto appearing elsewhere in this quarterly report on Form 10Q.

 

Forward-looking statements

 

This quarterly report on Form 10‑Q, 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 quarterly report on Form 10‑Q 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 continuing supply chain disruptions, increased inflation and a general slowdown in economic activity;

 

 

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 COVID-19 pandemic;

 

 

geopolitical turmoil, inincluding the military dispute between Ukraine and Russia and Chinese aggression in the Taiwan Strait, and the potential for volatility in energy prices and disruptions to global supply chains resulting from such turmoil and its impact on the industries in which we invest;

 

 

the impact, extent and timing of technological changes and the adequacy of intellectual property protection;

 

 

our regulatory structure and tax status;

 

 

changes in the general interest rate environment;

 

 

our ability to qualify and maintain qualification as a RIC and as a BDC;

 

 

the adequacy of our cash resources and working capital;

 

 

any losses or operations disruptions caused by us, our Advisor or our portfolio companies holding cash balances at financial institutions that exceed federally insured limits or by disruptions in the financial services industry;

 

 

the timing of cash flows, if any, from the operations of our portfolio companies;companies, and the resulting effect on our portfolio companies' decisions to make payment-in-kind ("PIK") interest payments or ability to make end of term payments;

 

 

the impact of interest rate volatility on our results, particularly if we use leverage as part of our investment strategy;

 

4445

 

 

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;

 

 

our use of financial leverage;

 

 

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 “Risk Factors” and elsewhere in our annual report on Form 10‑K for the year ended December 31, 2022, and elsewhere in this quarterly report on Form 10‑Q.

 

We have based the forward-looking statements included in this quarterly report on Form 10-Q on information available to us on the date of this quarterly report on Form 10-Q, 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 quarterly report on Form 10‑Q, 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 U.S. Securities and Exchange Commission, or the SEC, including periodic reports on Form 10‑Q and Form 10‑K and current reports on Form 8‑K.

 

Overview

 

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 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 collectively 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. As of March 31,June 30, 2023, 86.7%86.9%, or $593.6 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 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 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 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 test. 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 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.

 

4546

 

We were formed in March 2010 and completed an initial public offering.

 

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 March 31,June 30, 2023 and December 31, 2022:

 

 

March 31, 2023

  

December 31, 2022

  

June 30, 2023

  

December 31, 2022

 
       

Percentage of

       

Percentage of

        

Percentage of

       

Percentage of

 
 

Number of

 

Fair

 

Total

 

Number of

 

Fair

 

Total

  

Number of

 

Fair

 

Total

 

Number of

 

Fair

 

Total

 
 

Investments

  

Value

  

Portfolio

  

Investments

  

Value

  

Portfolio

  

Investments

  

Value

  

Portfolio

  

Investments

  

Value

  

Portfolio

 
 

(Dollars in thousands)

  

(Dollars in thousands)

 

Debt investments

 57  $684,554  95.7

%

 60  $686,458  95.3

%

 54  $683,309  95.5

%

 60  $686,458  95.3

%

Warrants

 88  25,658  3.6  90  29,712  4.1  85  25,483  3.6  90  29,712  4.1 

Other investments

 2  1,300  0.2  2  1,300  0.2  2  1,300  0.2  2  1,300  0.2 

Equity

 11   3,800   0.5  8   2,556   0.4  12   5,299   0.7  8   2,556   0.4 

Total

    $715,312   100.0

%

    $720,026   100.0

%

    $715,391   100.0

%

    $720,026   100.0

%

 

The following table shows total portfolio investment activity as of and for the three and six months ended March 31,June 30, 2023 and 2022:

 

 

For the three months ended

  

For the three months ended

 

For the six months ended

 
 

March 31,

  

June 30,

  

June 30,

 
 

2023

  

2022

  

2023

  

2022

  

2023

  

2022

 
  

(In thousands)

 

Beginning portfolio

 $720,026  $458,075  $715,312  $515,009  $720,026  $458,075 

New debt investments

 47,008  94,485  50,545  159,235  97,553  253,720 

Less refinanced debt balances

  (10,000)  (25,000)  (10,000)  (25,000)

Net new debt investments

  40,545   134,235   87,553   228,720 

Principal payments received on investments

 (6,815) (2,095) (6,075) (4,861) (12,890) (6,956)

Payment-in-kind interest on investments

 1,204    950  2,154  

Early pay-offs and principal paydowns

 (32,941) (12,050) (18,665) (43,467) (51,606) (55,517)

Accretion of debt investment fees

 1,448  1,006  1,645  1,547  3,093  2,553 

New debt investment fees

 (300) (925) (502) (1,860) (802) (2,785)

Equity received in settlement of fee income

 89  89  

Proceeds from sale of investments

 (6,520) (21,280) (1,986) (22,146) (8,506) (43,426)

Net (loss) gain on investments

 (168) 30 

Net unrealized depreciation on investments

  (7,537)  (2,237)

Net loss on investments

 (16,529) (929) (16,697) (899)

Net unrealized appreciation (depreciation) on investments

 608  (36) (6,929) (2,273)

Other

  (93)     (1)     (94)   

Ending portfolio

 $715,312  $515,009  $715,391  $577,492  $715,391  $577,492 

 

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.

 

4647

 

The following table shows our debt investments by industry sector as of March 31,June 30, 2023 and December 31, 2022:

 

 

March 31, 2023

  

December 31, 2022

  

June 30, 2023

  

December 31, 2022

 
 

Debt

 

Percentage of

 

Debt

 

Percentage of

 ��

Debt

 

Percentage of

 

Debt

 

Percentage of

 
 

Investments at

 

Total

 

Investments at

 

Total

  

Investments at

 

Total

 

Investments at

 

Total

 
 

Fair Value

  

Portfolio

  

Fair Value

  

Portfolio

  

Fair Value

  

Portfolio

  

Fair Value

  

Portfolio

 
 

(Dollars in thousands)

  

(Dollars in thousands)

 

Life Science

  

Biotechnology

 $183,625  26.8

%

 $189,729  27.6

%

 $171,256  25.1

%

 $189,729  27.6

%

Medical Device

 124,124  18.1  127,839  18.6  123,196  18.0  127,839  18.6 

Technology

  

Communications

 22,377  3.3  22,671  3.3  22,386  3.3  22,671  3.3 

Consumer-Related

 93,607  13.7  108,226  15.8  102,521  15.0  108,226  15.8 

Networking

 9,747  1.4  11,467  1.7  8,027  1.2  11,467  1.7 

Software

 141,942  20.7  117,002  17.0  136,929  20.0  117,002  17.0 

Sustainability

  

Other Sustainability

 82,995  12.1  83,705  12.2  83,255  12.2  83,705  12.2 

Healthcare Information and Services

  

Diagnostics

 9,815  1.4  9,804  1.4  9,913  1.4  9,804  1.4 

Other Healthcare

 51  0.1  2,500  0.4      2,500  0.4 

Software

  16,271   2.4   13,515   2.0   25,826   3.8   13,515   2.0 

Total

 $684,554   100.0

%

 $686,458   100.0

%

 $683,309   100.0

%

 $686,458   100.0

%

 

The largest debt investments in our portfolio may vary from period to period as new debt investments are originated and existing debt investments are repaid. Our five largest debt investments at cost and fair value represented 25% and 23% of total debt investments outstanding as of March 31,June 30, 2023 and December 31, 2022.2022 respectively. No single debt investment at cost or fair value represented more than 10% of our total debt investments as of March 31,June 30, 2023 and December 31, 2022.

 

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. As of March 31,June 30, 2023 and December 31, 2022, our debt investments had a weighted average credit rating of 3.0 and 3.1, respectively.3.1. The following table shows the classification of our debt investment portfolio by credit rating as of March 31,June 30, 2023 and December 31, 2022:

 

 

March 31, 2023

  

December 31, 2022

  

June 30, 2023

  

December 31, 2022

 
    

Debt

 

Percentage

    

Debt

 

Percentage

     

Debt

 

Percentage

    

Debt

 

Percentage

 
 

Number of

 

Investments at

 

of Debt

 

Number of

 

Investments at

 

of Debt

  

Number of

 

Investments at

 

of Debt

 

Number of

 

Investments at

 

of Debt

 
 

Investments

  

Fair Value

  

Investments

  

Investments

  

Fair Value

  

Investments

  

Investments

  

Fair Value

  

Investments

  

Investments

  

Fair Value

  

Investments

 
 

(Dollars in thousands)

  

(Dollars in thousands)

 

Credit Rating

                        

4

 9  $108,482  15.8

%

 8  $93,832  13.7

%

 11  $151,399  22.2

%

 8  $93,832  13.7

%

3

 38  483,615  70.6  47  557,554  81.2  38  460,125  67.3  47  557,554  81.2 

2

 7  87,206  12.7  2  26,822  3.9  4  61,985  9.1  2  26,822  3.9 

1

  3   5,251   0.9   3   8,250   1.2   1   9,800   1.4   3   8,250   1.2 

Total

  57  $684,554   100.0

%

  60  $686,458   100.0

%

  54  $683,309   100.0

%

  60  $686,458   100.0

%

 

As of March 31,June 30, 2023, there were threewas one debt investmentsinvestment with an internal credit rating of 1, with an aggregate cost of $20.3$17.4 million and an aggregate fair value of $5.3$9.8 million. As of December 31, 2022, there were three debt investments with an internal credit rating of 1, with an aggregate cost of $20.9 million and an aggregate fair value of $8.3 million.

 

4748

 

Consolidated results of operations

 

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.

 

Comparison of the three months ended March 31,June 30, 2023 and 2022

 

The following table shows consolidated results of operations for the three months ended March 31,June 30, 2023 and 2022:

 

 

For the three months ended

  

For the three months ended

 
 

March 31,

  

June 30,

 
 

2023

  

2022

  

2023

  

2022

 
 

(In thousands)

  

(In thousands)

 

Total investment income

 $28,037  $14,204  $28,117  $18,588 

Total expenses

  14,842   8,375   11,865   9,900 

Net investment income before excise tax

  13,195   5,829   16,252   8,688 

Provision for excise tax

  184   100   179   106 

Net investment income

  13,011   5,729   16,073   8,582 

Net realized (loss) gain

 (168) 30 

Net unrealized depreciation on investments

  (7,537)  (2,237)

Net realized loss

 (16,529) (929)

Net unrealized appreciation (depreciation) on investments

  608   (36)

Net increase in net assets resulting from operations

 $5,306  $3,522  $152  $7,617 

Average debt investments, at fair value

 $687,602  $459,386  $687,529  $522,521 

Average gross assets less cash

 $737,826  $498,363  $739,141  $568,079 

Average borrowings outstanding

 $440,695  $267,376  $435,402  $324,392 

 

Net increase in net assets resulting from operations can vary substantially from period to period for various reasons, including, without limitation, the recognition of realized gains and losses and unrealized appreciation and depreciation on investments. As a result, quarterly comparisons of net increase in net assets resulting from operations may not be meaningful.

 

Investment income

 

Total investment income increased by $13.8$9.5 million, or 97.4%51.3%, to $28.0$28.1 million for the three months ended March 31,June 30, 2023 as compared to the three months ended March 31,June 30, 2022. For the three months ended March 31,June 30, 2023, total investment income consisted primarily of $27.4$26.6 million in interest income from investments, which included $4.3$3.1 million in income from the accretion of origination fees and end of term payments, or ETPs, and $0.6$1.5 million in fee income. Interest income on debt investments increased by $13.5$8.9 million, or 97.8%50.2%, to $27.4$26.6 million, for the three months ended March 31,June 30, 2023 compared to the three months ended March 31,June 30, 2022. Interest income on debt investments for the three months ended March 31,June 30, 2023 as compared to the three months ended March 31,June 30, 2022 increased primarily due to an increase of $228.2$165.0 million, or 49.7%31.6%, in the average size of our debt investment portfolio and an increase in the prime rate which is the base rate for most of our variable rate debt investments. Fee income, which includes success fee, other fee and prepayment fee income on debt investments, increased by $0.3$0.6 million, or 81.8%72.0%, to $0.6$1.5 million for the three months ended March 31,June 30, 2023 compared to the three months ended March 31,June 30, 2022 primarily due to a higher aggregate amount of principalfee income earned on prepayments for the three months ended March 31, 2023.June 30, 2023 compared to the three months ended June 30, 2022. 

 

The following table shows our dollar-weighted annualized yield for the three months ended March 31,June 30, 2023 and 2022:

 

  

For the three months ended

 
  

March 31,

 

Investment type:

 

2023

  

2022

 

Debt investments(1)

  16.3%  12.4%

All investments(1)

  15.5%  11.8%
  

For the three months ended

 
  

June 30,

 

Investment type:

 

2023

  

2022

 

Debt investments(1)

  16.3%  14.2%

All investments(1)

  15.6%  13.6%

(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.

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 at cost in the aggregate accounted for 23% and 22% of investment income for the three months ended June 30, 2023 and 2022, respectively. Interest income from the five largest debt investments at fair value in the aggregate accounted for 23% of investment income for the three months ended June 30, 2023 and 2022. 

49

Expenses

Total expenses increased by $2.0 million, or 19.8%, to $11.9 million for the three months ended June 30, 2023 as compared to the three months ended June 30, 2022. Total expenses for each period consisted of interest expense, base management fee, incentive and administrative fees, professional fees and general and administrative expenses.

Interest expense increased by $3.0 million, or 69.9%, to $7.2 million for the three months ended June 30, 2023 as compared to the three months ended June 30, 2022. Interest expense, which includes the amortization of debt issuance costs, increased primarily due to an increase in average borrowings of $111.0 million, or 34.2%, for the three months ended June 30, 2023 as compared to the three months ended June 30, 2022 and an increase in our effective cost of debt for the three months ended June 30, 2023 as compared to the three months ended June 30, 2022.

Base management fee expense increased by $0.7 million, or 27.1%, to $3.2 million for the three months ended June 30, 2023 as compared to the three months ended June 30, 2022. Base management fee increased primarily due to an increase of $165.0 million, or 31.6%, in average debt investments for the three months ended June 30, 2023 as compared to the three months ended June 30, 2022. 

Performance based incentive fee expense decreased by $2.0 million, or 94.5%, to $0.1 million for the three months ended June 30, 2023 as compared to the three months ended June 30, 2022. This decrease was due to an Incentive Fee Cap calculated based on the Incentive Fee Cap and Deferral Mechanism in our Investment Management Agreement of $3.1 million for the three months ended June 30, 2023 compared to the three months ended June 30, 2022. The Incentive Fee Cap and Deferral Mechanism resulted in $3.1 million of reduced incentive fee expense and increased net investment income for the three months ended June 30, 2023. The incentive fee on Pre-Incentive Fee Net Investment Income was subject to the Incentive Fee Cap for the three months ended June 30, 2023 due to the cumulative incentive fees paid exceeding 20% of cumulative pre-incentive fee net return during the applicable quarter and the 11 preceding full calendar quarters.

Administrative fee expense, professional fees and general and administrative expenses were $1.4 million and $1.0 million for the three months ended June 30, 2023 and 2022, 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 three months ended June 30, 2023, we realized net losses on investments totaling $16.5 million primarily due to the settlement of three of our debt investments. Such net realized losses were primarily the result of portfolio companies ceasing operations due to their inability to raise additional capital and the sale of their assets for less than the cost of their debt investments. During the three months ended June 30, 2022, we realized net losses on investments totaling $0.9 million primarily due to the settlement of one of our other investments.

During the three months ended June 30, 2023, net unrealized appreciation on investments totaled $0.6 million which was primarily due to the reversal of previously recorded unrealized depreciation from the settlement of two of our debt investments offset by (1) the unrealized depreciation on three of our debt investments and (2) the unrealized depreciation on one of our equity investments. During the three months ended June 30, 2022, net unrealized depreciation on investments totaled $0.04 million which was primarily due (1) the unrealized appreciation on our warrant investments and (2) the reversal of previously recorded unrealized depreciation from the settlement of one of our other investments partially offset by the unrealized depreciation on three of our debt investments.  

Comparison of the six months ended June 30, 2023 and 2022

The following table shows consolidated results of operations for the six months ended June 30, 2023 and 2022:

  

For the six months ended

 
  

June 30,

 
  

2023

  

2022

 
  

(In thousands)

 

Total investment income

 $56,154  $32,792 

Total expenses

  26,707   18,275 

Net investment income before excise tax

  29,447   14,517 

Provision for excise tax

  363   206 

Net investment income

  29,084   14,311 

Net realized loss

  (16,697)  (899)

Net unrealized depreciation on investments

  (6,929)  (2,273)

Net increase in net assets resulting from operations

 $5,458  $11,139 

Average debt investments, at fair value

 $687,996  $490,777 

Average gross assets less cash

 $738,484  $533,221 

Average borrowings outstanding

 $437,965  $296,042 

Net increase in net assets resulting from operations can vary substantially from period to period for various reasons, including, without limitation, the recognition of realized gains and losses and unrealized appreciation and depreciation on investments. As a result, quarterly comparisons of net increase in net assets resulting from operations may not be meaningful.

Investment income

Total investment income increased by $23.4 million, or 71.2%, to $56.2 million for the six months ended June 30, 2023 as compared to the six months ended June 30, 2022. For the six months ended June 30, 2023, total investment income consisted primarily of $54.0 million in interest income from investments, which included $7.4 million in income from the accretion of origination fees and end of term payments, or ETPs, and $2.1 million in fee income. Interest income on debt investments increased by $22.5 million, or 71.1%, to $54.0 million, for the six months ended June 30, 2023 compared to the six months ended June 30, 2022. Interest income on debt investments for the six months ended June 30, 2023 as compared to the six months ended June 30, 2022 increased primarily due to an increase of $197.2 million, or 40.2%, in the average size of our debt investment portfolio and an increase in the prime rate which is the base rate for most of our variable rate debt investments. Fee income, which includes success fee, other fee and prepayment fee income on debt investments, increased by $0.9 million, or 74.8%, to $2.1 million for the six months ended June 30, 2023 compared to the six months ended June 30, 2022 primarily due to higher fee income earned on prepayments for the six months ended June 30, 2023 compared to the six months ended June 30, 2022. 

The following table shows our dollar-weighted annualized yield for the six months ended June 30, 2023 and 2022:

  

For the six months ended

 
  

June 30,

 

Investment type:

 

2023

  

2022

 

Debt investments(1)

  16.3%  13.4%

All investments(1)

  15.5%  12.8%

(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.

 

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 at cost and fair value in the aggregate accounted for 22%23% and 26%22% of investment income for the threesix months ended March 31,June 30, 2023 and 2022, respectively.

 

4850

 

Expenses

 

Total expenses increased by $6.5$8.4 million, or 77.2%46.1%, to $14.8$26.7 million for the threesix months ended March 31,June 30, 2023 as compared to the threesix months ended March 31,June 30, 2022. Total expenses for each period consisted of interest expense, base management fee, incentive and administrative fees, professional fees and general and administrative expenses.

 

Interest expense increased by $3.7$6.7 million, or 107.9%86.9%, to $7.1$14.3 million for the threesix months ended March 31,June 30, 2023 as compared to the threesix months ended March 31,June 30, 2022. Interest expense, which includes the amortization of debt issuance costs, increased primarily due to an increase in average borrowings of $173.3$141.9 million, or 64.8%47.9%, for the threesix months ended March 31,June 30, 2023 as compared to the threesix months ended March 31,June 30, 2022 and an increase in our effective cost of debt for the threesix months ended March 31,June 30, 2023 as compared to the threesix months ended March 31,June 30, 2022.

 

Base management fee expense increased by $1.0$1.6 million, or 42.6%34.4%, to $3.2$6.4 million for the threesix months ended March 31,June 30, 2023 as compared to the threesix months ended March 31,June 30, 2022. Base management fee increased primarily due to an increase of $228.2$197.2 million, or 49.7%40.2%, in average debt investments for the threesix months ended March 31,June 30, 2023 as compared to the threesix months ended March 31,June 30, 2022. 

 

Performance based incentive fee expense increaseddecreased by $1.6$0.5 million, or 109.1%13.3%, to $3.0$3.1 million for the threesix months ended March 31,June 30, 2023 as compared to the threesix months ended March 31,June 30, 2022. This increasedecrease was due to an increase of $8.8 million, or 123.5%, in Pre-Incentive Fee Net Investment Income for the three months ended March 31, 2023 compared to the three months ended March 31, 2022 offset by an Incentive Fee Cap calculated based on the Incentive Fee Cap and Deferral Mechanism in our Investment Management Agreement of $0.2$3.3 million for the threesix months ended March 31,June 30, 2023 compared to the threesix months ended March 31,June 30, 2022. The Incentive Fee Cap and Deferral Mechanism resulted in $0.2$3.3 million of reduced incentive fee expense and increased net investment income for the threesix months ended March 31,June 30, 2023. The incentive fee on Pre-Incentive Fee Net Investment Income was subject to the Incentive Fee Cap for the threesix months ended March 31,June 30, 2023 due to the cumulative incentive fees paid exceeding 20% of cumulative pre-incentive fee net return during the applicable quarter and the 11 preceding full calendar quarters.

 

Administrative fee expense, professional fees and general and administrative expenses were $1.5$2.9 million and $1.3$2.3 million for the threesix months ended March 31,June 30, 2023 and 2022, 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 threesix months ended March 31,June 30, 2023, we realized net losses on investments totaling $0.2$16.7 million primarily due to the write offsettlement of warrants in three of our debt investments. Such net realized losses were primarily the result of portfolio companies.companies ceasing operations due to their inability to raise additional capital and the sale of their assets for less than the cost of their debt investments. During the threesix months ended March 31,June 30, 2022, we realized net gainslosses on investments totaling $0.03$0.9 million primarily due to the realized gain from the consideration we received from the exercise and salesettlement of twoone of our warrantother investments.

 

During the threesix months ended March 31,June 30, 2023, net unrealized depreciation on investments totaled $7.5$6.9 million which was primarily due to (1) the unrealized depreciation on fivethree of our debt investments and (2) the unrealized depreciation on one of our warrantequity investments offset by the reversal of previously recorded unrealized depreciation from the settlement of two of our debt investments. During the threesix months ended March 31,June 30, 2022, net unrealized depreciation on investments totaled $2.2$2.3 million which was primarily due to the unrealized depreciation on three of our debt investments partially offset by (1) the unrealized appreciation on our warrant investments and (2) the reversal of previously recorded unrealized depreciation from the settlement of one of our other investments.

 

4951

 

Liquidity and capital resources

 

As of March 31,June 30, 2023 and December 31, 2022, we had cash and investments in money market funds of $43.5$50.3 million and $27.7 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 March 31,June 30, 2023 and December 31, 2022, we had $3.0$2.9 million and $2.8 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 2019 Asset-Backed Notes, 2022 Asset-Backed Notes, or our NYL Facility. Our primary sources of capital have been from our public and private equity offerings, use of our revolving credit facility (the “Key Facility”) with KeyBank National Association (“Key”) and the Note Funding Agreement (the “NYL Facility”, together with the Key Facility, the “Credit Facilities”) with several entities owned or affiliated with New York Life Insurance Company, and issuance of our public debt offerings.securities. In the current economic environment, such avenues for liquidity may not be available, in the future, or may be available on less attractive terms.

 

On August 2, 2021, we entered into an At-The-Market (“ATM”) sales agreement (the “2021 Equity Distribution Agreement”) with Goldman Sachs & Co. LLC and B. Riley FBR, Inc., (each a “Sales Agent” and, collectively, the “Sales Agents”). 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 three months ended March 31,June 30, 2023, we sold 605,848448,175 shares of common stock under the 2021 Equity Distribution Agreement. For the same period, we received total accumulated net proceeds of approximately $7.2$5.1 million, including $0.2$0.1 million of offering expenses, from these sales.

 

During the three months ended March 31,June 30, 2022, we sold 250,171868,230 shares of common stock under the 2021 Equity Distribution Agreement. For the same period, we received total accumulated net proceeds of approximately $3.9$10.3 million, including $0.1$0.2 million of offering expenses, from these sales.

 

During the six months ended June 30, 2023, we sold 1,054,023 shares of common stock under the 2021 Equity Distribution Agreement. For the same period, we received total accumulated net proceeds of approximately $12.3 million, including $0.3 million of offering expenses, from these sales.

During the six months ended June 30, 2022, we sold 1,118,401 shares of common stock under the 2021 Equity Distribution Agreement. For the same period, we received total accumulated net proceeds of approximately $14.2 million, including $0.2 million of offering expenses, from these sales.

On March 14, 2022, we completed a follow-on public offering of 2,500,000 shares of our common stock at a public offering price of $14.35 per share, for total net proceeds to us of $34.3 million, after deducting underwriting commission and discounts and other offering expenses.

On June 2, 2023, we completed a follow-on public offering of 3,250,000 shares of our common stock at a public offering price of $12.50 per share, for total net proceeds to us of $38.9 million, after deducting underwriting commission and discounts and other offering expenses.

 

5052

 

On April 28, 2023, 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 net asset value (“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, 2024 or the repurchase of $5.0 million of our common stock. During the three and six months ended March 31,June 30, 2023 and 2022, we did not make any repurchases of our common stock. From the inception of the stock repurchase program through March 31,June 30, 2023, 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 March 31,June 30, 2023, andthere was no outstanding principal balance under our Key Facility. At December 31, 2022, the outstanding principal balance under our Key Facility was $15.0 million and $5.0 million, respectively.million. As of March 31,June 30, 2023 and December 31, 2022, we had borrowing capacity under the Key Facility of $110.0$150.0 million and $120.0 million, respectively. At March 31,June 30, 2023 and December 31, 2022, $47.7$61.4 million and $40.2 million, respectively, was available, subject to existing terms and advance rates.

 

At March 31,June 30, 2023 and December 31, 2022, the outstanding principal balance under the NYL Facility was $176.8 million. As of March 31,June 30, 2023 and December 31, 2022, we had borrowing capacity under the NYL Facility of $73.2 million and $23.2 million.million, respectively. At March 31,June 30, 2023 and December 31, 2022, $21.1$3.0 million and $23.2 million, respectively, was available, subject to existing terms and advance rates.

 

Our operating activities provided cash of $12.7$7.2 million for the threesix months ended March 31,June 30, 2023, and our financing activities provided cash of $3.3$15.5 million for the same period. Our operating activities provided cash from principal payments received on our debt investments partially offset by cash used to purchase investments in portfolio companies. Our financing activities provided cash primarily from advances on our Credit Facilitiesthe completion of a follow-on public offering of 3.25 million shares of common stock for net proceeds of $38.9 million, after deducting underwriting commission and discounts and other offering expenses and the sale of shares through our ATM for net proceeds of $7.2$12.3 million, partially offset by cash used to repay our 2019 Asset-Backed Notes, to repay the outstanding principal balance under our Key Facility and to pay distributions to our stockholders.

 

Our operating activities used cash of $55.4$110.7 million for the threesix months ended March 31,June 30, 2022, and our financing activities provided cash of $24.1$141.4 million for the same period. Our operating activities used cash 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 2027 Notes (as defined below), the completion of a follow-on public offering of 2.5 million shares of common stock for net proceeds of $34.3 million, after deducting underwriting commission and discounts and other offering expenses and advances on our Credit Facilities, partially offset by cash used to repay a portion of the outstanding principal under our Key Facility, to repay our 2019 Asset-Backed Notes and 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.

 

5153

 

Current borrowings

 

The following table shows our borrowings as of March 31,June 30, 2023 and December 31, 2022:

 

 

March 31, 2023

  

December 31, 2022

  

June 30, 2023

  

December 31, 2022

 
 

Total

 

Balance

 

Unused

 

Total

 

Balance

 

Unused

  

Total

 

Balance

 

Unused

 

Total

 

Balance

 

Unused

 
 

Commitment

  

Outstanding

  

Commitment

  

Commitment

  

Outstanding

  

Commitment

  

Commitment

  

Outstanding

  

Commitment

  

Commitment

  

Outstanding

  

Commitment

 
 

(In thousands)

  

(In thousands)

 

Key Facility

 $125,000  $15,000  $110,000  $125,000  $5,000  $120,000  $150,000  $  $150,000  $125,000  $5,000  $120,000 

NYL Facility

 200,000  176,750  23,250  200,000  176,750  23,250  250,000  176,750  73,250  200,000  176,750  23,250 

2019 Asset-Backed Notes

 37,791  37,791    42,573  42,573    30,807  30,807    42,573  42,573   

2022 Asset-Backed Notes

 100,000 100,000  100,000 100,000   100,000 100,000  100,000 100,000  

2027 Notes

 57,500  57,500    57,500  57,500    57,500  57,500    57,500  57,500   

2026 Notes

  57,500   57,500      57,500   57,500      57,500   57,500      57,500   57,500    

Total before debt issuance costs

  577,791   444,541   133,250   582,573   439,323   143,250   645,807   422,557   223,250   582,573   439,323   143,250 

Unamortized debt issuance costs attributable to term borrowings

     (4,896)        (5,245)        (4,541)        (5,245)   

Total borrowings outstanding, net

 $577,791  $439,645  $133,250  $582,573  $434,078  $143,250  $645,807  $418,016  $223,250  $582,573  $434,078  $143,250 

 

Credit Facilities

 

Key Facility

 

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%. From and after June 30, 2021, theThe 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 8.00%8.25% and 7.50% as of March 31,June 30, 2023 and December 31, 2022, respectively. The interest rates in effect were 8.25%8.50% and 7.75% as of March 31,June 30, 2023 and December 31, 2022, respectively. 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, 2021,29, 2023, we amended the Key Facility to, among other things, increase the commitment amount to amend the interest rate applied to the outstanding principal balance$150 million and to extendincrease the period duringamount of the accordion feature which we may request advances undernow allows the Key Facility (orpotential increase in the “Revolving Period”),total commitment amount to June 22, 2024.$300 million. 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,period during which we may request advances under the Key Facility (or 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 Revolving Period ends on June 22, 2024 and the maturity date of the Key Facility, the date on which all outstanding advances under the Key Facility are due and payable, is June 22, 2026.

 

NYL Facility

 

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 February 25, 2022, we amended the NYL Facility increasing the commitment by $100 million to, enable our wholly-owned subsidiary to issue up to $200 million of secured notes. The amendment to the NYL Facility extends the investment period to June 2023 and the maturity date to June 2028. In addition, the amendment, among other things, reducesreduce the applicable margin used to calculate the NYL Facility’s interest rate on our borrowings above $100 million. Such borrowings will bewere priced at the three-year USD mid-market swap rate plus 3.00%.

On May 24, 2023, we amended the NYL Facility to, among other things, increase the commitment by $50.0 million to enable our wholly-owned subsidiary to issue up to $250.0 million of secured notes. The amendment to the NYL Facility extends the investment period to June 2024 and the maturity date of all advances to June 2029. In addition, the amendment amended the interest rate for advances made after May 24, 2023, fixing the interest rate at the greater of (i) 4.60% and (ii) the Three Year I-Curve plus 3.50% with the interest rate to be reset on any advance date. 

 

Under the terms of the NYL Facility, we are required to maintain a reserve cash balance, which may be used to pay monthly interest and principal payments on the NYL Facility. We have segregated these funds and classified them as restricted investments in money market funds. At March 31,June 30, 2023, and December 31, 2022, there were approximately $1.3 million and $1.0 million, respectively, of restricted investments.

 

There were $176.8 million in notes issued to the NYL Noteholders as of March 31,June 30, 2023 and December 31, 2022 at an interest rate of 5.62% and 5.57%., respectively. As of March 31,June 30, 2023 and December 31, 2022, we had borrowing capacity under the NYL Facility of $23.2 million.$73.2 million and $23.3 million, respectively. At March 31,June 30, 2023 and December 31, 2022, $21.1$3.0 million and $23.2 million, respectively, was available for borrowing, subject to existing terms and advance rates.

 

5254

 

Securitizations

 

2019 Asset-Backed Notes 

 

On August 13, 2019, the 2019 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 2019 Asset-Backed Notes will be paid, to the extent of funds available, at a fixed rate of 4.21% per annum. The 2019 Asset-Backed Notes had a two-year reinvestment period and a stated maturity of September 15, 2027. The 2019 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 March 31,June 30, 2023, and December 31, 2022, the 2019 Asset-Backed Notes had an outstanding principal balance of $37.8$30.8 million and $42.6 million, respectively.

 

Under the terms of the 2019 Asset-Backed Notes, we are required to maintain a reserve cash balance, funded through proceeds from the sale of the 2019 Asset-Backed Notes, which may be used to pay monthly interest and principal payments on the 2019 Asset-Backed Notes. We have segregated these funds and classified them as restricted investments in money market funds. At March 31,June 30, 2023, and December 31, 2022, there were approximately $0.5 million and $0.6 million, respectively, of restricted investments.

 

2022 Asset-Backed Notes

 

On November 9, 2022, the 2022 Asset-Backed Notes were issued by the 2022‑1 Trust pursuant to a note purchase agreement, dated as of November 9, 2022, 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 2022 Asset-Backed Notes will be paid, to the extent of funds available, at a fixed rate of 7.56% per annum. The 2022 Asset-Backed Notes have a two-year reinvestment period and a stated maturity of November 15, 2030. The 2022 Asset-Backed Notes were rated A by Morningstar Credit Ratings, LLC on November 9, 2022. There has been no change in the rating since November 9, 2022.

 

As of March 31,June 30, 2023 and December 31, 2022, the 2022 Asset-Backed Notes had an outstanding principal balance of $100.0 million.

 

Under the terms of the 2022 Asset-Backed Notes, we are required to maintain a reserve cash balance, funded through proceeds from the sale of the 2022 Asset-Backed Notes, which may be used to pay monthly interest and principal payments on the 2022 Asset-Backed Notes. We have segregated these funds and classified them as restricted investments in money market funds. At March 31,June 30, 2023, and December 31, 2022, there were approximately $1.1 million and $1.2 million, respectively, of restricted investments.

 

Unsecured Notes

 

2026 Notes

 

On March 30, 2021, we issued and sold an aggregate principal amount of $57.5 million of 4.875% notes due in 2026, or 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 in 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 grant 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 March 31,June 30, 2023, 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”.

 

2027 Notes

 

On June 15, 2022, we issued and sold an aggregate principal amount of $50.0 million of 6.25% notes due in 2027 and on July 11, 2022, pursuant to the underwriters’ 30 day option to purchase additional notes, we sold an additional $7.5 million of such notes or collectively,(collectively, the 2027 Notes.“2027 Notes”). The 2027 Notes have a stated maturity of June 15, 2027 and may be redeemed in whole or in part at our option at any time or from time to time on or after June 15, 2024 at a redemption price of $25 per security plus accrued and unpaid interest. The 2027 Notes bear interest at a rate of 6.25% per year, payable quarterly on March 30, June 30, September 30 and December 30 of each year, commencing on September 30, 2022. The 2027 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 2027 Notes; (iii) are 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 (iv) are structurally subordinated to all existing and future indebtedness and other obligations of any of our subsidiaries. As of March 31,June 30, 2023, we were in material compliance with the terms of the 2027 Notes. The 2027 Notes are listed on the New York Stock Exchange under the symbol “HTFC”.

 

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Other assets

 

As of March 31,June 30, 2023 and December 31, 2022, other assets were $2.6$4.0 million and $2.8 million, respectively, which iswas primarily comprised of debt issuance costs and prepaid expenses.

 

Contractual obligations and off-balance sheet arrangements

 

The following table shows our significant contractual payment obligations and off-balance sheet arrangements as of March 31,June 30, 2023:

 

 

Payments due by period

  

Payments due by period

 
    

Less than

  1 – 3  3 – 5  

After 5

     

Less than

  1 – 3  3 – 5  

After 5

 
 

Total

  

1 year

  

Years

  

Years

  

years

  

Total

  

1 year

  

Years

  

Years

  

years

 
 

(In thousands)

  

(In thousands)

 

Borrowings

 $444,541  $35,217  $284,192  $125,132  $  $422,557  $42,934  $272,457  $107,166  $ 

Unfunded commitments

 166,200  143,700  22,500      143,380  118,380  25,000     

Incentive fee deferral

  1,255      1,255         4,376      4,376       

Total

 $611,996  $178,917  $307,947  $125,132  $  $570,313  $161,314  $301,833  $107,166  $ 

 

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 March 31,June 30, 2023, we had unfunded commitments of $166.2$143.4 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 unfunded commitments. As of March 31,June 30, 2023, 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.

 

5456

 

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 Incentive 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 the Incentive Fee Cap and Deferral Mechanism. The Incentive Fee Cap is equal to (a) 20.00% of Cumulative Pre-Incentive Fee Net Return during the Incentive Fee Look-back Period less (b) cumulative incentive fees of any kind paid to our 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 our 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. During the three and six months ended March 31,June 30, 2023, the Incentive Fee Cap and Deferral Mechanism resulted in deferral of $0.2$3.1 million and $3.3 million, respectively, of incentive fee which may become subject to payment up to three years after the date of deferment. As of March 31,June 30, 2023, the total amount subject to recoupment was $1.3$4.4 million.

 

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 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 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 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” dividend reinvestment plan, or 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 our Advisor. Our Advisor is registered as an investment adviser under the Investment Advisers Act of 1940, as amended. Our investment activities are managed by our Advisor and supervised by our Board, the majority of whom are independent directors. Under the Investment Management Agreement, we have agreed to pay our Advisor a base management fee as well as an incentive fee. During the three months ended March 31,June 30, 2023 and 2022, our Advisor earned $6.2$3.3 million and $3.7$4.7 million, respectively, pursuant to the Investment Management Agreement. During the six months ended June 30, 2023 and 2022, our Advisor earned $9.5 million and $8.3 million, respectively, pursuant to the Investment Management Agreement.

 

5557

 

On February 22, 2023, our Advisor, Horizon Technology Finance Principals LLC f/k/a Horizon Technology Finance, LLC (“HTF Principals”), owns more than seventy percent (70%) of our 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.

On February 22, 2023, our Advisor, HTF Principals and Horizon Technology Finance Employees LLC (“HTF Employees”) entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with MCH Holdco LLC (“MCH Holdco”), an affiliate of Monroe Capital LLC (“Monroe Capital”), and Monroe Capital Investment Holdings, L.P., an affiliate of Monroe Capital and the sole stockholder of MCH Holdco,Holdco. On June 30, 2023, pursuant to whichthe Purchase Agreement, HTF Principals and HTF Employees will sellsold all of their membership interests in our Advisor (which constitute one hundred percent (100%) of the membership interests of our Advisor) to MCH Holdco and our Advisor will becomebecame a direct wholly owned subsidiary of MCH Holdco and an affiliate of Monroe Capital (the “Transaction”).  SubjectCapital. Pursuant to customary closing conditions, the Transaction is expected to close around the end of May 2023. APurchase Agreement, a significant portion of the consideration payable by Monroe Capital to HTF Principals and HTF Employees pursuant to the Purchase Agreement is in the form of earnout payments contingent upon our performance in 2023, 2024, and 2025, aligning the incentives of our Advisor’s current officers with our stockholders.

 

We have also entered into the Administration Agreement with our Advisor. Under the Administration Agreement, 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, 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 our Advisor provides us with the office facilities and administrative services necessary to conduct our day-to-day operations. During the three months ended March 31,June 30, 2023 and 2022, our Advisor earned $0.4 million pursuant to the Administration Agreement. During the six months ended June 30, 2023 and 2022, our Advisor earned $0.8 million and $0.7 million, respectively, pursuant to the Administration Agreement. 

 

In connection with the Purchase Agreement, HTF Principals has granted us asold MCH Holdco its trademark interest in “Horizon Technology Finance” subject to our 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.us, which now may include investment vehicles managed by affiliates of Monroe Capital. Our 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 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 the 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 U.S. generally accepted accounting principles, or 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. Prior to July 30, 2022, our Board determined the fair value of our investments. Pursuant to the amended SEC Rule 2a-5 of the 1940 Act, on July 29, 2022, our Board designated our Advisor as our “valuation designee.” Our Board is responsible for oversight of the valuation designee. The valuation designee has established a Valuation Committee to determine in good faith the fair value of our investments, based on input of our Advisor’s management and personnel and independent valuation firms which are engaged at the direction of the Valuation Committee to assist in the valuation of certain portfolio investments lacking a readily available market quotation at least once during a trailing twelve-month period. The Valuation Committee determines fair values pursuant to a valuation policy approved by our Board and pursuant to 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 our valuation of portfolio companies lacking readily available market quotations subject to review by an independent valuation firm. 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 we believe market participants would use in pricing the financial instrument at the measurement date. 

 

5658

 

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.

 

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 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 three and six months ended March 31,June 30, 2023 and 2022, 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.

 

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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. 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 legally available for distribution each tax year of an amount generally equal to at least 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 March 31,June 30, 2023 and December 31, 2022.

 

Recent developments

 

In AprilOn July 6, 2023,we sold 272,303 shares of common stock under the 2021 Equity Distribution Agreement. For the same period,funded a $0.3 million debt investment to an existing portfolio company, Nexii Building Solutions, Inc. ("Nexii). On July 25, 2023, we received total accumulated net proceeds of approximately $3.1funded an additional $0.3 million including $0.1debt investment to Nexii. On July 27, 2023, we funded an additional $0.2 million of offering expenses, from these sales.debt investment to Nexii

 

IMVOn July 12, 2023, Evelo Biosciences, Inc. (“IMV”Evelo”) (NASDAQ: IMV; TSX: IMV)paid down $5.0 million of the principal amount of its loans outstanding under that certain Venture Loan and Security Agreement by and among us, the other lender parties therein and Evelo, dated as of December 15, 2022, as amended (the “Loan Agreement”), announced on May 1, 2023 thatand we and Evelo converted $5.0 million of the Nova Scotia Supreme Court has issued an initial order (the “Initial Order”) granting IMV and its subsidiaries protectionprincipal amount of the loans outstanding under the Companies’ Creditors Arrangement Act (R.S.C.Loan Agreement into 2,164,502 unregistered shares of Common Stock of Evelo.

On July 13, 2023, we funded a $0.8 million equity investment to an existing portfolio company, Better Place Forests Co. (“Better Place”), 1985, c. C-36) and IMV will seek the recognitionconverted $0.5 million of the Initial Orderprincipal amount of our outstanding debt investments in the United States by filing a petition commencing proceedings under the Chapter 15Better Place into preferred stock of Better Place and converted $2.7 million of the United States Bankruptcy Code.principal amount of our outstanding debt investments in Better Place into common stock of Better Place.

On July 18, 2023, we funded a $0.2 million debt investment to an existing portfolio company, Aerobiotix, LLC.

On July 31, 2023, we funded a $5.0 million debt investment to a new portfolio company, Tallac Therapeutics, Inc. 

 

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Recently issued accounting pronouncement

 

In June 2022, the FASB issued Accounting Standards Update No. 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, or ASU 2022-03. ASU 2022-03 clarifies the guidance when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of the security. The amendments in ASU 2022-03 are effective for public companies for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. We are currently assessing the impact of ASU 2022-03 on our consolidated financial statements.

 

Item 3. 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 March 31,June 30, 2023 and December 31, 2022, 96%95% and 100%, respectively, of the outstanding principal amount of our debt investments bore interest at floating rates. New commitments to lend to our portfolio companies are typically based on the Prime Rate as published in The Wall Street Journal.

 

Based on our March 31,June 30, 2023 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 March 31,June 30, 2023, 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:

 

 

Investment

 

Interest

 

Change in Net

  

Investment

 

Interest

 

Change in Net

 

Change in basis points

 

Income

  

Expense

  

Assets(1)

  

Income

  

Expense

  

Assets(1)

 
 

(In thousands)

  

(In thousands)

 

Up 300 basis points

 $19,440  $456  $18,984  $19,026  $  $19,026 

Up 200 basis points

 $13,014  $304  $12,710  $12,716  $  $12,716 

Up 100 basis points

 $6,556  $152  $6,404  $6,407  $  $6,407 

Down 300 basis points

 $(18,326) $(456) $(17,870) $(17,400) $  $(17,400)

Down 200 basis points

 $(12,740) $(304) $(12,436) $(12,211) $  $(12,211)

Down 100 basis points

 $(6,389) $(152) $(6,237) $(6,114) $  $(6,114)

(1)

Excludes the impact of incentive fees based on Pre-Incentive Fee Net Investment Income.

 

While our 2027 Notes, our 2026 Notes, our 2019 Asset-Backed Notes and our 2022 Asset-Backed Notes bear interest at a fixed rate, our Credit Facilities have a floating interest rate provision. The Key Facility is subject to aan interest rate floor of 0.25% per annum, based on a prime rate index which resets monthly, and the interest payable on NYL Facility is based on the three year USD mid-market swapThree Year I Curve rate plus a margin of between 3.55% and 5.15%3.50% with an interest rate floor dependingand resets on the rating of such notes at the time of issuance.any advance date. 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 on our behalf may cause our Advisor 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, our Advisor 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 us and, therefore, is not subject to CFTC registration or regulation under the CEA as a commodity pool operator with respect to its management of us.

 

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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.

 

Inflation and Supply Chain Risk

 

Economic activity has continued to accelerate across sectors and regions. Nevertheless, due to global supply chain issues, geopolitical events, a rise in energy prices and strong consumer demand as economies continue to reopen, inflation is showing signs of acceleration in the U.S. and globally. Inflation is likely to continue in the near to medium-term, particularly in the U.S., with the possibility that monetary policy may tighten in response. Persistent inflationary pressures could affect our portfolio companies’ profit margins.

 

Item 4. Controls and Procedures

 

(a) Evaluation of disclosure controls and procedures

 

As of March 31,June 30, 2023, 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) under 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) 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) under 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.

 

PART II

 

Item 1: Legal Proceedings.

 

We are not currently subject to any material legal proceedings, nor, to our knowledge, are any material legal proceeding threatened against us. From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. Our business is also subject to extensive regulation, which may result in regulatory proceedings against us. While the outcome of any such future legal or regulatory proceedings cannot be predicted with certainty, we do not expect that any such future proceedings will have a material effect upon our financial condition or results of operations. 

 

Item 1A: Risk Factors.

 

In addition to other information set forth in this quarterly report on Form 10-Q, you should carefully consider the factors set forth in “Item 1A Risk Factors” in our annual report on Form 10‑K for the year ended December 31, 2022, which could materially affect our business, financial condition and/or operating results. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially affect our business, financial condition and/or operating results. There have been no material changes during the threesix months ended March 31,June 30, 2023 to the risk factors set forth in “Item 1A. Risk Factors” of our annual report on Form 10-K for the year ended December 31, 2022, except as set forth below.

 

We, our Advisor, and our portfolio companies may maintain cash balances at financial institutions that exceed federally insured limits and may otherwise be materially affected by adverse developments affecting the financial services industry, such as actual events or concerns involving liquidity, defaults or non-performance by financial institutions or transactional counterparties

 

Our cash and our Advisor’s cash is held in accounts at U.S. banking institutions that we believe are of high quality. Cash held by us, our Advisor and by our portfolio companies in non-interest-bearing and interest-bearing operating accounts may exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance limits. If such banking institutions were to fail, we, our Advisor, or our portfolio companies could lose all or a portion of those amounts held in excess of such insurance limitations. In addition, actual events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, transactional counterparties or other companies in the financial services industry or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, have in the past and may in the future lead to market-wide liquidity problems, which could adversely affect our, our Advisor’s and our portfolio companies’ business, financial condition, results of operations, or prospects.

 

Although we and our Advisor assess our and our portfolio companies’ banking relationships as we believe necessary or appropriate, our and our portfolio companies’ access to funding sources and other credit arrangements in amounts adequate to finance or capitalize our respective current and projected future business operations could be significantly impaired by factors that affect us, our Advisor or our portfolio companies, the financial institutions with which we, our Advisor or our portfolio companies have arrangements directly, or the financial services industry or economy in general. These factors could include, among others, events such as liquidity constraints or failures, the ability to perform obligations under various types of financial, credit or liquidity agreements or arrangements, disruptions or instability in the financial services industry or financial markets, or concerns or negative expectations about the prospects for companies in the financial services industry. These factors could involve financial institutions or financial services industry companies with which we, our Advisor or our portfolio companies have financial or business relationships, but could also include factors involving financial markets or the financial services industry generally.

 

In addition, investor concerns regarding the U.S. or international financial systems could result in less favorable commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more difficult for us, our Advisor, or our portfolio companies to acquire financing on acceptable terms or at all.

 

 

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Item 2: Unregistered Sales of Equity Securities and Use of Proceeds

 

None.

 

Item 3: Defaults Upon Senior Securities

 

None.

 

Item 4: Mine Safety Disclosures

 

Not applicable

 

Item 5: Other Information

 

None.

 

Item 6: Exhibits

 

EXHIBIT INDEX

 

Exhibit 
No.

 

Description

10.1Amendment No. 4 to Sale and Servicing Agreement, dated as of May 24, 2023, by and among Horizon Funding I, LLC, the issuer, Horizon Secured Lending Fund I LLC, the originator and seller, Horizon Technology Finance Corporation, the servicer, U.S. Bank Trust Company, National Association 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 May 25, 2023).
10.2Third Amended and Restated Note Funding Agreement, dated as of May 24, 2023, by and among 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 May 25, 2023).
10.3Third Supplemental Indenture, dated as of May 24, 2023, by and among 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 May 25, 2023).
10.4Underwriting Agreement, dated May 30, 2023, among Horizon Technology Finance Corporation, Horizon Technology Finance Management LLC and Morgan Stanley & Co. LLC, as representative of the several underwriters named on Schedule A thereto (Incorporated by reference to Exhibit 1.1 of the Company’s Current Report on Form 8‑K, filed on June 5, 2023).
10.5Amendment No. 1 to Second Amended and Restated Loan and Security Agreement, dated as of June 29, 2023, by and among Horizon Credit II LLC, as borrower, the lenders that are signatories thereto, and KeyBank National Association, as arranger and agent for the lenders (Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8‑K, filed on June 30, 2023).
10.6Amendment No. 1 to Second Amended and Restated Sale and Servicing Agreement, dated as of June 29, 2023, by and among Horizon Credit II LLC, as buyer, the Company, as originator and servicer, Horizon Technology Finance Management LLC, as sub-servicer, U.S. Bank National Association, as collateral custodian and backup servicer, and KeyBank National Association, as agent for the lenders (Incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8‑K, filed on June 30, 2023).
10.7Investment Management Agreement, effective as of June 30, 2023, by and between Horizon Technology Finance Corporation and Horizon Technology Finance Management LLC (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8‑K, filed on July 5, 2023).

31.1*

 

Certifications by Chief Executive Officer pursuant to Exchange Act Rule 13a‑14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended

31.2*

 

Certifications by Chief Financial Officer pursuant to Exchange Act Rule 13a‑14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended

32.1*

 

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, as amended

32.2*

 

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, as amended

101.INS Inline XBRL Instance Document (the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*         Filed herewith

 

6163

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Quarterly Report on Form 10‑Q to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

HORIZON TECHNOLOGY FINANCE CORPORATION

  

Date: May 2,August 1, 2023

By:

/s/ Robert D. Pomeroy, Jr.

 

Name:

Robert D. Pomeroy, Jr.

 

Title:

Chief Executive Officer and Chairman of the Board

   

Date: May 2,August 1, 2023

By:

/s/ Daniel R. Trolio

 

Name:

Daniel R. Trolio

 

Title:

Chief Financial Officer

 

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