What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2021-03-02 compared with 2020-03-03 · 48 added, 1302 removed, 47 unchanged (97% of the section changed)

Market for Registrant’s Common Equity, Related

Stockholder Matters and Issuer Purchases of Equity Securities

Our common stock

is traded on Nasdaq, under the symbol “HRZN.”

The last reported price for our common stock on March 2, 2020 was

$12.30 per share, which represented a 4% premium to NAV per share.

As of March 2, 2020 we had 16 stockholders of

record, which did not include stockholders for whom shares are held in nominee or “street”

Shares of BDCs may

trade at a market price that is less than the NAV that is attributable to those shares.

The possibility that our shares of common

stock will trade at a discount from NAV or at a premium that is unsustainable over the long term is separate and distinct from

the risk that our NAV will decrease.

It is not possible to predict whether our shares will trade at, above or below NAV in the

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common stock is traded on Nasdaq, under the symbol “HRZN.” The last reported price for our common stock on March 1, 2021 was $14.85 per share, which represented a 35% premium to NAV per share.

As of March 1, 2021 we had 18 stockholders of record, which did not include stockholders for whom shares are held in nominee or “street” name.

Shares of BDCs may trade at a market price that is less than the NAV that is attributable to those shares.

The possibility that our shares of common stock will trade at a discount from NAV or at a premium that is unsustainable over the long term is separate and distinct from the risk that our NAV will decrease.

It is not possible to predict whether our shares will trade at, above or below NAV in the future.

Sales of unregistered securities

We did not engage

in any sales of unregistered equity securities during the years ended December 31, 2019, 2018 and 2017.

We did not engage in any sales of unregistered equity securities during the years ended December 31, 2020, 2019 and 2018.

Issuer Purchases of Equity Securities

On April 26, 2019,

our Board extended a previously authorized stock repurchase plan which allows us to repurchase up to $5.0 million of our outstanding

common stock.

Unless extended by our Board, the repurchase program will expire on the earlier of June 30, 2020 and the repurchase

of $5.0 million of common stock.

On April 24, 2020, our Board extended a previously authorized stock repurchase plan which allows us to repurchase up to $5.0 million of our outstanding common stock.

Unless extended by our Board, the repurchase program will expire on the earlier of June 30, 2021 and the repurchase of $5.0 million of common stock.

During the quarter ended December 31, 2020, we did not repurchase any shares of our common stock.

During the years ended December 31, 2020, 2019 and 2018, we did not repurchase any shares of our common stock.

During the year ended

December 31, 2017, we repurchased 5,923 shares of our common stock at an average price of $9.97 on the open market at a total

cost of $0.1 million.

From the inception of the stock repurchase program through December 31, 2019, we repurchased 167,465 shares

of our common stock at an average price of $11.22 on the open market at a total cost of $1.9 million.

Any shares repurchased

by us may have the effect of maintaining the market price of our common stock or retarding a decline in the market price of the

common stock, and, as a result, the price of our common stock may be higher than the price that otherwise might exist in the open

In addition, as any shares repurchased pursuant to the stock repurchase plan will be purchased at a price below the NAV

per share as reported in our most recent financial statements, share repurchases may have the effect of increasing our NAV per

From the inception of the stock repurchase program through December 31, 2020, we repurchased 167,465 shares of our common stock at an average price of $11.22 on the open market at a total cost of $1.9 million.

Any shares repurchased by us may have the effect of maintaining the market price of our common stock or retarding a decline in the market price of the common stock, and, as a result, the price of our common stock may be higher than the price that otherwise might exist in the open market.

In addition, as any shares repurchased pursuant to the stock repurchase plan will be purchased at a price below the NAV per share as reported in our most recent financial statements, share repurchases may have the effect of increasing our NAV per share.

Distributions

We intend to continue

making monthly distributions to our stockholders.

The timing and amount of our monthly distributions, if any, is determined by

We intend to continue making monthly distributions to our stockholders.

The timing and amount of our monthly distributions, if any, is determined by our Board.

Any distributions to our stockholders are declared out of assets legally available for distribution.

We monitor available

net investment income to determine if a tax return of capital may occur for the fiscal year.

To the extent our taxable earnings

fall below the total amount of our distributions for any given fiscal year, a portion of those distributions may be considered

a return of capital to our common stockholders for U.S.

We monitor available net investment income to determine if a tax return of capital may occur for the fiscal year.

To the extent our taxable earnings fall below the total amount of our distributions for any given fiscal year, a portion of those distributions may be considered a return of capital to our common stockholders for U.S.

federal income tax purposes.

Thus, the source of distribution to our stockholders

may be the original capital invested by the stockholder rather than our income or gains.

Stockholders should read any written

disclosure accompanying a distribution payment carefully and should not assume that the source of any distribution is our ordinary

income or gains.

order to qualify to be subject to tax as a RIC, we must meet certain source-of-income, asset diversification and annual distribution

requirements.

Generally, in order to qualify as a RIC, we must derive at least 90% of our gross income during each tax year from

dividends, interest, payments with respect to certain securities, loans, gains from the sale or other disposition of stock, securities

or foreign currencies, or other income derived with respect to our business of investing in stock or other securities.

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

addition, in order to be eligible for the special tax treatment accorded to RICs and to avoid the imposition of corporate level

tax on the income and gains we distribute to our stockholders, each tax year we are required under the Code to distribute as dividends

of an amount generally at least 90% of our investment company taxable income, determined without regard to any deduction for dividends

paid to our stockholders.

We refer to such amount as the Annual Distribution Requirement in

this annual report on Form 10-K.

Additionally, we must distribute, in respect of each calendar year, dividends of an amount generally

at least equal to the sum of 98% of our calendar year net ordinary income (taking into account certain deferrals and elections);

98.2% of our capital gain net income (adjusted for certain ordinary losses) for the one year period ending on October 31 of such

calendar year;

and any net ordinary income or capital gain net income for preceding years that was not distributed during such

years and on which we previously did not incur any U.S.

Thus, the source of distribution to our stockholders may be the original capital invested by the stockholder rather than our income or gains.

Stockholders should read any written disclosure accompanying a distribution payment carefully and should not assume that the source of any distribution is our ordinary income or gains.

In order to qualify to be subject to tax as a RIC, we must meet certain source-of-income, asset diversification and annual distribution requirements.

Generally, in order to qualify as a RIC, we must derive at least 90% of our gross income during each tax year from dividends, interest, payments with respect to certain securities, loans, gains from the sale or other disposition of stock, securities or foreign currencies, or other income derived with respect to our business of investing in stock or other securities.

We must also meet certain asset diversification requirements at the end of each quarter of each tax year.

Failure to meet these diversification requirements on the last day of a quarter may result in us having to dispose of certain investments quickly in order to prevent the loss of RIC status.

Any such dispositions could be made at disadvantageous prices or times, and may cause us to incur substantial losses.

In addition, in order to be eligible for the special tax treatment accorded to RICs and to avoid the imposition of corporate level tax on the income and gains we distribute to our stockholders, each tax year we are required under the Code to distribute as dividends of an amount generally at least 90% of our investment company taxable income, determined without regard to any deduction for dividends paid to our stockholders.

We refer to such amount as the Annual Distribution Requirement in this annual report on Form 10-K.

Additionally, we must distribute, in respect of each calendar year, dividends of an amount generally at least equal to the sum of 98% of our calendar year net ordinary income (taking into account certain deferrals and elections);

98.2% of our capital gain net income (adjusted for certain ordinary losses) for the one year period ending on October 31 of such calendar year;

and any net ordinary income or capital gain net income for preceding years that was not distributed during such years and on which we previously did not incur any U.S.

federal income tax in order to avoid the imposition of a 4% U.S.

If we fail to qualify as a RIC for any reason and become subject to corporate income tax, the resulting corporate

income taxes could substantially reduce our net assets, the amount of income available for distribution and the amount of our

distributions.

federal excise tax.

If we fail to qualify as a RIC for any reason and become subject to corporate income tax, the resulting corporate income taxes could substantially reduce our net assets, the amount of income available for distribution and the amount of our distributions.

Such a failure would have a material adverse effect on us and our stockholders.

In addition, we could be required

to recognize unrealized gains, incur substantial taxes and interest and make substantial distributions in order to re-qualify

In addition, we could be required to recognize unrealized gains, incur substantial taxes and interest and make substantial distributions in order to re-qualify as a RIC.

We cannot assure stockholders that they will receive any distributions.

Depending on the

level of taxable income earned in a tax year, we may choose to carry forward taxable income in excess of current year distributions

into the next tax year and pay a 4% U.S.

Depending on the level of taxable income earned in a tax year, we may choose to carry forward taxable income in excess of current year distributions into the next tax year and pay a 4% U.S.

federal excise tax on such undistributed income.

Distributions of any such carryover

taxable income must be made through a distribution declared as of the earlier of the filing date of the corporate income tax return

related to the tax year in which such taxable income was generated or the 15 th day of the ninth month following the

end of such tax year, in order to count towards the satisfaction of the Annual Distribution Requirement for the tax year in which

such taxable income was generated.

We can offer no assurance that we will achieve results that will permit the payment of any

cash distributions and, if we issue senior securities, we may be prohibited from making distributions if doing so causes us to

fail to maintain the asset coverage stipulated by the 1940 Act or if distributions are limited by the terms of any of our borrowings.

See “Item 1.

Business —

Regulation —

Taxation as a RIC.”

We have adopted an

“opt out”

DRIP for our common stockholders.

As a result, if we make a distribution, then stockholders’

distributions are automatically reinvested in additional shares of our common stock, unless they specifically opt out of the DRIP.

Distributions of any such carryover taxable income must be made through a distribution declared as of the earlier of the filing date of the corporate income tax return related to the tax year in which such taxable income was generated or the 15 th day of the ninth month following the end of such tax year, in order to count towards the satisfaction of the Annual Distribution Requirement for the tax year in which such taxable income was generated.

We can offer no assurance that we will achieve results that will permit the payment of any cash distributions and, if we issue senior securities, we may be prohibited from making distributions if doing so causes us to fail to maintain the asset coverage stipulated by the 1940 Act or if distributions are limited by the terms of any of our borrowings.

Business — Regulation — Taxation as a RIC.”

We have adopted an “opt out” DRIP for our common stockholders.

As a result, if we make a distribution, then stockholders’ cash distributions are automatically reinvested in additional shares of our common stock, unless they specifically opt out of the DRIP.

If a stockholder opts out, that stockholder receives cash distributions.

Although distributions paid in the form of additional

shares of common stock are generally subject to U.S.

federal, state and local taxes, stockholders participating in our DRIP do

not receive any corresponding cash distributions with which to pay any such applicable taxes.

We may use newly issued shares to

implement the DRIP, or we may purchase shares in the open market in connection with our obligations under the DRIP.

Although distributions paid in the form of additional shares of common stock are generally subject to U.S.

federal, state and local taxes, stockholders participating in our DRIP do not receive any corresponding cash distributions with which to pay any such applicable taxes.

We may use newly issued shares to implement the DRIP, or we may purchase shares in the open market in connection with our obligations under the DRIP.

Stock performance graph

The following graph

compares the return on our common stock with that of the Standard & Poor’s 500 Stock Index and the Wells Fargo

BDC Index, for the period from December 31, 2014 through December 31, 2019.

The graph assumes that, on December 31, 2014,

a person invested $100 in each of our common stock, the S&P 500 Index and the Wells Fargo BDC Index.

The graph measures total

stockholder return, which takes into account both changes in stock price and distributions.

It assumes that distributions paid

are invested in like securities.

The graph and other information furnished under this Part II Item 5 of our annual report

on Form 10-K shall not be deemed to be “soliciting material”

or to be “filed”

with the SEC or subject

to Regulation 14A or 14C, or to the liabilities of Section 18 of the Exchange Act.

The stock price performance included

in this graph is not necessarily indicative of future stock price performance.

The following graph compares the return on our common stock with that of the Standard & Poor’s 500 Stock Index and the Wells Fargo BDC Index, for the period from December 31, 2015 through December 31, 2020.

The graph assumes that, on December 31, 2015, a person invested $100 in each of our common stock, the S&P 500 Index and the Wells Fargo BDC Index.

The graph measures total stockholder return, which takes into account both changes in stock price and distributions.

It assumes that distributions paid are invested in like securities.

The graph and other information furnished under this Part II Item 5 of our annual report on Form 10-K shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Exchange Act.

The stock price performance included in this graph is not necessarily indicative of future stock price performance.

Selected Financial Data

The following selected

consolidated financial data of the Company as of December 31, 2019, 2018, 2017, 2016 and 2015, and for the years ended December

31, 2019, 2018, 2017, 2016 and 2015 are derived from the consolidated financial statements that have been audited by RSM US LLP,

an independent registered public accounting firm.

These selected financial data should be read in conjunction with our financial

statements and related notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results

of Operations.”

The following selected consolidated financial data of the Company as of December 31, 2020, 2019, 2018, 2017 and 2016, and for the years ended December 31, 2020, 2019, 2018, 2017 and 2016 are derived from the consolidated financial statements that have been audited by RSM US LLP, an independent registered public accounting firm.

These selected financial data should be read in conjunction with our financial statements and related notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

As of and for the years ended December 31,

31 unchanged sentences

Other investments

Management’s

Discussion and Analysis of Financial Condition and Results of Operations

The information

contained in this section should be read in conjunction with our consolidated financial statements and related notes thereto appearing

elsewhere in this annual report on Form 10-K.

Forward-looking statements

This annual report

on Form 10-K, including the Management’s Discussion and Analysis of Financial Condition and Results of Operations,

contains statements that constitute forward-looking statements, which relate to future events or our future performance or financial

These forward-looking statements are not historical facts, but rather are based on current expectations, estimates

and projections about our industry, our beliefs and our assumptions.

The forward-looking statements contained in this annual report

on Form 10-K involve risks and uncertainties, including statements as to:

our future operating results,

including the performance of our existing debt investments, warrants and other investments;

the introduction, withdrawal,

success and timing of business initiatives and strategies;

changes in political, economic

or industry conditions, the interest rate environment or financial and capital markets,

which could result in changes in the value of our assets;

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;

the impact, extent and timing

of technological changes and the adequacy of intellectual property protection;

our regulatory structure and

our ability to qualify and

maintain qualification as a RIC and as a BDC;

the adequacy of our cash resources

and working capital;

the timing of cash flows,

if any, from the operations of our portfolio companies;

the impact of interest rate

volatility on our results, particularly if we use leverage as part of our investment

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;

the impact of the SBCAA on

our operations and the BDC industry;

our contractual arrangements

and relationships with third parties;

our ability to access capital

and any future financings by us;

the ability of our Advisor

to attract and retain highly talented professionals;

the impact of changes to tax

legislation and, generally, our tax position;

our ability to fund unfunded

commitments, including unfunded commitments.

We use words such

as “anticipates,”

“believes,”

“expects,”

“intends,”

“seeks”

expressions to identify forward-looking statements.

Undue influence should not be placed on the forward looking statements as

our actual results could differ materially from those projected in the forward-looking statements for any reason, including the

factors in “Item 1A –

Risk Factors”

and elsewhere in our annual report on Form 10-K.

We have based the

forward-looking statements included in this report on information available to us on the date of this report, and we assume no

obligation to update any such forward-looking statements.

Although we undertake no obligation to revise or update any forward-looking

statements in this annual report on Form 10-K, whether as a result of new information, future events or otherwise, you are

advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file

with the SEC, including periodic reports on Form 10-Q and current reports on Form 8-K.

should understand that under Sections 27A(b)(2)(B) and (D) of the Securities Act and Sections 21E(b)(2)(B) and (D) of the Exchange

Act, the “safe harbor”

provisions of the Private Securities Litigation Reform Act of 1995 do not apply to statements

made in connection with this annual report on Form 10-K or any quarterly reports we file under the Exchange Act.

We are a specialty

finance company that lends to and invests in development-stage companies in our Target Industries.

Our investment objective is

to maximize our investment portfolio’s total return by generating current income from the debt investments we make and capital

appreciation from the warrants we receive when making such debt investments.

We are focused on making Venture Loans to venture

capital and private equity backed companies and publicly traded companies in our Target Industries, which we refer to as “Venture

Lending.”

Our debt investments are typically secured by first liens or first liens behind a secured revolving line of credit,

or Senior Term Loans.

As of December 31, 2019, 100%, or $288.4 million, of our debt investment portfolio at fair value consisted

of Senior Term Loans.

Venture Lending is typically characterized by (1) the making of a secured debt investment after a venture

capital or equity investment in the portfolio company has been made, which investment provides a source of cash to fund the portfolio

company’s debt service obligations under the Venture Loan, (2) the senior priority of the Venture Loan which requires repayment

of the Venture Loan prior to the equity investors realizing a return on their capital, (3) the relatively rapid amortization of

the Venture Loan and (4) the lender’s receipt of warrants or other success fees with the making of the Venture Loan.

We are an externally

managed, closed-end, non-diversified management investment company that has elected to be regulated as a BDC under the 1940 Act.

In addition, for U.S.

federal income tax purposes, we have elected to be treated as a RIC under Subchapter M of the Code.

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.

Section 61(a)(2) of the 1940 Act enables BDCs to reduce their asset coverage

requirements from 200% to 150%.

This provision permits a BDC to double the maximum amount of leverage that it is permitted to

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.

We received approval from our stockholders to reduce our asset coverage

requirement from 200% to 150% on October 30, 2018.

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.

Compass Horizon,

our predecessor company, commenced operations in March 2008.

We were formed in March 2010 for the purpose of acquiring Compass

Horizon and continuing its business as a public entity.

Horizon Funding I,

LLC, or HFI, was formed as a Delaware limited liability company on May 9, 2018, with HSLFI as its sole equity member.

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.

Our investment activities,

and our day-to-day operations, are managed by our Advisor and supervised by our Board, of which a majority of the members are

independent of us.

Under the Investment Management Agreement, we have agreed to pay our Advisor a base management fee and an incentive

fee for its advisory services to us.

We have also entered into the Administration Agreement with our Advisor under which we have

agreed to reimburse our Advisor for our allocable portion of overhead and other expenses incurred by our Advisor in performing

its obligations under the Administration Agreement.

Portfolio composition and investment activity

The following table

shows our portfolio by type of investment as of December 31, 2019 and 2018:

December 31, 2019

December 31, 2018

Percentage of Total

(Dollars in thousands)

Debt investments

Other investments

Equity interest in HSLFI

The following table

shows total portfolio investment activity as of and for the years ended December 31, 2019 and 2018:

(In thousands)

Beginning portfolio

New debt investments

Less refinanced debt investments

Net new debt investments

Investment in controlled affiliate investments

Principal payments received on investments

Early pay-offs

Accretion of debt investment fees

New debt investment fees

Warrants received in settlement of fee income

Proceeds from sale of investments

Dividend income from controlled affiliate investment

Distributions from controlled affiliate investment

Net realized (loss) gain on investments

Net unrealized appreciation (depreciation) on investments

Ending portfolio

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.

The following table

shows our debt investments by industry sector as of December 31, 2019 and 2018:

December 31, 2019

December 31, 2018

Debt Investments at Fair Value

(Dollars in thousands)

Biotechnology

Drug Delivery

Medical Device

Communications

Consumer-Related

Internet and Media

Power Management

Semiconductors

Healthcare Information and Services

Other Healthcare

The largest debt

investments in our portfolio may vary from year to year as new debt investments are originated and existing debt investments are

Our five largest debt investments represented 28% and 32% of total debt investments outstanding as of December 31, 2019

and 2018, respectively.

No single debt investment represented more than 10% of our total debt investments as of December 31, 2019

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

See “Item 1 –

Business”

for a more detailed description of the internal credit rating system.

December 31, 2019 and 2018, our debt investments had a weighted average credit rating of 3.1.

The following table shows the classification

of our debt investment portfolio by credit rating as of December 31, 2019 and 2018:

December 31, 2019

December 31, 2018

Debt Investments at Fair Value

of Debt Investments

Debt Investments at Fair Value

of Debt Investments

(Dollars in thousands)

Credit Rating

As of December 31,

2019, there were two debt investments with an internal credit rating of 1, with an aggregate cost of $5.7 million and an aggregate

fair value of $2.0 million.

As of December 31, 2018, there were no debt investments with an internal credit rating of 1.

Horizon Secured Loan Fund I LLC

On June, 1 2018,

we and Arena formed a joint venture, or HSLFI, to make investments, either directly or indirectly through subsidiaries, primarily

in the form of secured loans to development-stage companies in the technology, life science, healthcare information and services

and sustainability industries.

HSLFI was formed as a Delaware limited liability company and is not consolidated by either us or

Arena for financial reporting purposes.

Investments held by HSLFI are measured at fair value.

As of December 31, 2019 and 2018,

HSLFI had total assets of $48.3 million and $26.4 million, respectively.

HSLFI’s portfolio consisted of debt investments

in eight and four portfolio companies as of December 31, 2019 and 2018, respectively.

As of December 31, 2019 and 2018, the largest

investment in a single portfolio company in the HSLFI’s portfolio in aggregate principal amount was $11.3 million and $8.3

million, respectively.

As of December 31, 2019, the five largest investments in portfolio companies in HSLFI’s portfolio

totaled $30.3 million.

As of December 31, 2018, HSLFI only had four investments in portfolio companies that totaled $25.0 million.

As of December 31, 2019 and 2018, HSLFI had no investments on non-accrual status.

HSLFI invests in portfolio companies in the

same industries in which we may directly invest.

We invest cash or

securities in portfolio companies in HSLFI in exchange for limited liability company equity interests in HSLFI.

As of December

31, 2019 and 2018, we and Arena each owned 50.0% of the equity interests of HSLFI.

We had an original commitment to fund $25.0

million of equity interests in HSLFI.

As of December 31, 2019 and 2018, $9.8 million and $11.7 million, respectively, was unfunded.

Our investment in HSLFI consisted of an equity contribution of $15.2 million and $13.3 million as of December 31, 2019 and 2018,

respectively.

During the year ended December 31, 2019, HSLFI distributed $1.4 million.

For the period June 1, 2018 (the commencement

of HSLFI’s operations) through December 31, 2018, HSLFI distributed $0.5 million.

each appointed two members to HSLFI’s four-person board of managers.

All material decisions with respect to HSLFI,

including those involving its investment portfolio, require unanimous approval of a quorum of the board of managers.

is defined as (i) the presence of two members of the board of managers;

provided that at least one individual is present that

was elected, designated or appointed by each member;

(ii) the presence of three members of the board of managers, provided

that the individual that was elected, designated or appointed by the member with only one individual present will be entitled

to cast two votes on each matter;

or (iii) the presence of all four members of the board of managers.

HFI was formed as a

Delaware limited liability company on May 9, 2018, with HSLFI as its sole equity 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.

In addition, on June

1, 2018, HSLFI entered into a sale and servicing agreement with HFI, as Issuer, and us, as Servicer, pursuant to which HSLFI will

sell or contribute to HFI certain secured loans made to certain portfolio companies.

HFI entered into a Note Funding Agreement,

or the NYL Facility, with several entities owned or affiliated with New York Life Insurance Company, or the 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 Noteholders.

The Note Funding Agreement’s investment period has ended and the loan thereunder

is in rapid amortization.

Any notes issued by HFI will be 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 interest rate on the notes issued under

the NYL Facility is based on the three year USD mid-market swap rate plus a margin of between 2.75% and 3.25% depending on the

rating of such notes at the time of issuance.

There were $15.0 million in advances made by the Noteholders as of December 31,

2019 at an interest rate of 4.98%.

There were no advances made by the Noteholders as of December 31, 2018.

The following table

shows a summary of HSLFI’s investment portfolio for the year ended December 31, 2019 and the period June 1, 2018 through

December 31, 2018:

For the year ended

December 31, 2019

For the period

December 31, 2018

(Dollars in thousands)

Total investments at fair value

Dollar-weighted annualized yield on average debt investments (1)

Number of portfolio companies in HSLFI

Largest portfolio company investment at fair value

(1) HSLFI calculates the yield

on dollar-weighted average debt investments for any period measured as (1) total investment income during the period divided by

(2) the average of the fair value of debt investments outstanding on (a) the last day of the calendar month immediately preceding

the first day of the period and (b) the last day of each calendar month during the period.

The yield on dollar-weighted average

debt investments represents the portfolio yield and does not reflect HSLFI’s expenses.

The following table

shows HSLFI’s total portfolio investment activity as of and for the year ended December 31, 2019 and the period June 1,

2018 through December 31, 2018:

For the year ended

For the period

December 31, 2019

December 31, 2018

(In thousands)

Beginning portfolio

New debt investments

Early pay-offs

Accretion of debt investment fees

New debt investment fees

Net unrealized depreciation on investments

Ending portfolio

The following table shows HSLFI’s

investments as of December 31, 2019:

Portfolio Company (1)

Type of Investment (2)(3)(4)

Investments (5)

(Dollars in thousands)

Debt Investments —

Celsion Corporation (6)(7)(8)

Biotechnology

Term Loan (9.63% cash (Libor + 7.63%;

Floor 9.63%), 4.00% ETP, Due

Term Loan (9.63% cash (Libor + 7.63%;

Floor 9.63%), 4.00% ETP, Due 7/1/22)

Encore Dermatology, Inc.

Biotechnology

Term Loan (10.00% cash (Libor + 7.50%;

Floor 10.00%), 3.00% ETP, Due

Mustang Bio, Inc.

Biotechnology

Term Loan (9.00% cash (Libor + 6.50%;

Floor 9.00%), 5.00% ETP, Due 10/1/22)

Total Debt Investments —

Debt Investments —

Bridge2 Solutions, LLC (6)(7)

Term Loan (11.00% cash (Libor + 8.4%;

Floor 11.00%), 2.00% ETP, Due 9/1/23)

New Signature US, Inc.

Term Loan (10.50% cash (Libor + 8.50%;

Floor 10.50%), 3.50% ETP, Due 7/1/22)

Term Loan (10.60% cash (Libor + 8.50%;

Floor 10.50%), 3.50% ETP, Due 2/1/23)

OutboundEngine, Inc.

Term Loan (11.15% cash (Libor + 8.40%;

Floor 11.15%), 3.00% ETP, Due 7/1/23)

Revinate, Inc.

Term Loan (9.50% cash (Libor + 7.00%, Floor 9.50%), 3.00% ETP, Due 6/1/23)

Total Debt Investments —

Debt Investments —

Healthcare information and services

HealthEdge Software, Inc.

Term Loan (9.94% cash (Libor + 8.25%;

Floor 9.25%), 3.00% ETP, Due 10/1/23)

Total Debt Investments —

Healthcare information and services

Total Debt Investments

Warrant Investments —

Celsion Corporation (6)(7)(8)

Biotechnology

95,057 Common Stock Warrants

Encore Dermatology, Inc.

Biotechnology

503,626 Preferred Stock Warrants

Mustang Bio, Inc.

Biotechnology

72,046 Common Stock Warrants

CSA Medical, Inc.

Medical Device

17,751 Preferred Stock Warrants

Total Warrant Investments —

Warrant Investments —

Intelepeer Holdings, Inc.

Communications

2,081,934 Preferred Stock Warrants

Bridge2 Solutions, LLC (6)(7)

2,500 Common Stock Warrants

BSI Platform Holdings, LLC (6)(7)(9)

562,500 Preferred Stock Warrants

OutboundEngine, Inc.

40,000 Preferred Stock Warrants

Revinate, Inc.

216,362 Preferred Stock Warrants

Total Warrant Investments —

Warrant Investments —

Healthcare information and services

HealthEdge Software, Inc.

47,418 Preferred Stock Warrants

Total Warrant Investments —

Healthcare information and services

Total Warrant Investments

Total Portfolio Investment Assets

Portfolio Company (1)

Type of Investment (2)(3)(4)

Investments (5)

(Dollars in thousands)

Short Term Investments —

Unrestricted Investments

US Bank Money Market Deposit Account (6)

Total Short Term Investments —

Unrestricted Investments

Short Term Investments —

Restricted Money Market Funds

US Bank Money Market Deposit Account (6)

Total Short Term Investments —

Restricted Money Market Funds

All investments of HSLFI are in entities which are organized under the laws of the United States and have a principal place of business in the United States.

All interest is payable in cash due monthly in arrears, unless otherwise indicated, and applies only to HSLFI’s debt investments.

Interest rate is the annual interest rate on the debt investment and does not include end-of-term payments, or 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, or LIBOR, are based on one-month LIBOR.

For each debt investment, the current interest rate in effect as of December 31, 2019 is provided.

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.

Warrants are non-income producing.

For debt investments, represents principal balance less unearned income.

Has been pledged as collateral under the NYL Facility.

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

Portfolio company is a public company.

New Signature US, Inc.

is a subsidiary of BSI Platform Holdings, LLC.

The following table shows HSLFI’s

investments as of December 31, 2018:

Portfolio Company (1)

Type of Investment (2)(3)(4)

Investments (5)

(Dollars in thousands)

Debt Investments —

Celsion Corporation (6)(7)(8)

Biotechnology

Term Loan (9.98% cash (Libor + 7.63%;

Floor 9.63%), 4.00% ETP, Due 7/1/22)

Term Loan (9.98% cash (Libor + 7.63%;

Floor 9.63%), 4.00% ETP, Due 7/1/22)

Total Debt Investments —

Debt Investments —

Intelepeer Holdings, Inc.

Communications

Term Loan (12.30% cash (Libor + 9.95%;

Floor 11.25%), 2.50% ETP, Due 7/1/21)

Term Loan (12.30% cash (Libor + 9.95%;

Floor 11.25%), 2.50% ETP, Due 7/1/21)

New Signature US, Inc.

Term Loan (10.85% cash (Libor + 8.50%;

Floor 10.50%), 3.50% ETP, Due 7/1/22)

Total Debt Investments —

Debt Investments —

Healthcare information and services

HealthEdge Software, Inc.

Term Loan (10.60% cash (Libor + 8.25%;

Floor 9.25%), 3.00% ETP, Due 10/1/23)

Total Debt Investments —

Healthcare information and services

Total Debt Investments

Portfolio Company (1)

Type of Investment (2)(3)(4)

Investments (5)

(Dollars in thousands)

Warrant Investments —

Celsion Corporation (6)(7)(8)

Biotechnology

95,057 Common Stock Warrants

Total Warrant Investments —

Warrant Investments —

Intelepeer Holdings, Inc.

Communications

1,280,000 Preferred Stock Warrants

BSI Platform Holdings, LLC (6)(7)(9)

412,500 Preferred Stock Warrants

Total Warrant Investments —

Warrant Investments —

Healthcare information and services

HealthEdge Software, Inc.

47,418 Preferred Stock Warrants

Total Warrant Investments —

Healthcare information and services

Total Warrant Investments

Total Portfolio Investment Assets

Short Term Investments —

Unrestricted Investments

US Bank Money Market Deposit Account (6)

Total Short Term Investments —

Unrestricted Investments

All investments of HSLFI are in entities which are organized under the laws of the United States and have a principal place of business in the United States.

All interest is payable in cash due monthly in arrears, unless otherwise indicated, and applies only to HSLFI’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 LIBOR are based on one-month LIBOR.

For each debt investment, the current interest rate in effect as of December 31, 2018 is provided.

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.

Warrants are non-income producing.

For debt investments, represents principal balance less unearned income.

Has been pledged as collateral under the NYL Facility.

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

Portfolio company is a public company.

New Signature US, Inc.

is a subsidiary of BSI Platform Holdings, LLC.

The following tables show certain summarized

financial information for HSLFI as of December 31, 2019 and 2018 and for the year ended December 31, 2019 and the period June 1,

2018 through December 31, 2018:

(In thousands)

Selected Statement of Assets and Liabilities Information

Total investments at fair value (cost of $34,895 and $24,771, respectively)

Investments in money market funds

Cash and cash equivalents

Restricted investments in money market funds

Interest receivable

Other liabilities

Total liabilities

Members’

Total liabilities and members’

For the period

(In thousands)

Selected Statements of Operations Information

Interest income on investments

Total investment income

Total expenses

Net investment income

Net unrealized depreciation on investments

Net increase in net assets resulting from operations

Consolidated results of operations of

Horizon Technology Finance Corporation

The consolidated results

of operations described below may not be indicative of the results we report in future periods.

The following table

shows consolidated results of operations for the years ended December 31, 2019, 2018 and 2017:

(In thousands)

Total investment income

Total expenses

Performance based incentive fees waived

Net investment income before excise tax

Provision for excise tax

Net investment income

Net realized (loss) gain on investments

Net unrealized appreciation (depreciation) on investments

Net increase in net assets resulting from operations

Average debt investments, at fair value

Average borrowings outstanding

Net increase in net

assets resulting from operations can vary substantially from period to period for various reasons, including the recognition of

realized gains and losses and unrealized appreciation and depreciation on investments.

As a result, annual comparisons of net increase

in net assets resulting from operations may not be meaningful.

Investment income

Total investment income

increased by $12.0 million, or 38.7%, to $43.1 million for the year ended December 31, 2019 as compared to the year ended

December 31, 2018.

For the year ended December 31, 2019, total investment income consisted primarily of $37.1 million

in interest income from investments, which included $10.4 million in income from the accretion of origination fees and ETP,

$3.8 million in fee income and $2.2 million in dividend income.

Interest income on debt investments increased by $8.3 million,

or 28.8%, to $37.1 million for the year ended December 31, 2019 as compared to the year ended December 31, 2018.

income on investments for the year ended December 31, 2019 as compared to the year ended December 31, 2018 increased primarily

due to an increase of $44.0 million, or 21.9%, in the average size of our debt investment portfolio and an increase in accelerated

fees earned on higher principal prepayments received.

Fee income, which includes success fee, other fee and prepayment fee income

on debt investments, increased by $1.8 million, or 85.6%, to $3.8 million for the year ended December 31, 2019 compared to the

year ended December 31, 2018 primarily due to an increase in fees earned on higher principal prepayments received.

Total investment income

increased by $5.3 million, or 20.6%, to $31.1 million for the year ended December 31, 2018 as compared to the year ended December 31,

For the year ended December 31, 2018, total investment income consisted primarily of $28.8 million in interest

income from investments, which included $6.0 million in income from the accretion of origination fees and ETP, $2.0 million

in fee income and $0.3 million in dividend income.

Interest income on debt investments increased by $5.0 million, or 21.1%, to

$28.8 million for the year ended December 31, 2018 as compared to the year ended December 31, 2017.

Interest income on

investments for the year ended December 31, 2018 as compared to the year ended December 31, 2017 increased primarily due to an

increase of $30.2 million, or 17.7%, in the average size of our debt investment portfolio and an increase in LIBOR which is the

base rate for most of our variable rate debt investments for the year ended December 31, 2018 as compared to the year ended December

Fee income, which includes success fee and prepayment fee income on debt investments, remained flat at $2.0 million for

the year ended December 31, 2018 compared to the year ended December 31, 2017.

The following table

shows our dollar-weighted annualized yield for the years ended December 31, 2019, 2018 and 2017:

the years ended

Investment type:

Debt investments (1)(2)

Equity interest in HSLFI and debt investments (1)(3)(4)

Equity interest in HSLFI (1)(4)(5)

All investments (1)(6)

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

Excludes any yield from warrants, equity, other investments and equity interest in HSLFI.

Related investment income includes interest income and fee income from debt investments.

Excludes any yield from warrants, equity and other investments.

Related investment income includes interest income and fee income from debt investments and dividend income from equity interest in HSLFI.

HSLFI was formed on June 1, 2018.

There was no yield from equity interest in HSLFI for the year ended December 31, 2017.

Excludes any yield from debt investments, warrants, equity and other investments.

Related investment income includes dividend income from equity interest in HSLFI.

Includes any yield from debt investments, warrants, equity, other investments and equity interest in HSFLI.

Related investment income includes interest income, fee income and dividend income.

Investment income,

consisting of interest income and fees on debt investments, can fluctuate significantly upon repayment of large debt investments.

Interest income from the five largest debt investments in the aggregate accounted for 17%, 25% and 14% of investment income for

the years ended December 31, 2019, 2018 and 2017, respectively.

Net expenses increased

by $5.2 million, or 30.4%, to $22.4 million for the year ended December 31, 2019 as compared to the year ended December 31,

Net expenses increased by $3.7 million, or 27.8%, to $17.2 million for the year ended December 31, 2018 as

compared to the year ended December 31, 2017.

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 $2.0 million, or 30.9%, to $8.3 million for the year ended December 31, 2019 as compared to the year ended December 31,

Interest expense, which includes the amortization of debt issuance costs, increased primarily due to an increase in average

borrowings of $36.0 million, or 36.2%, which was partially offset by a decrease in LIBOR.

Interest expense increased by $1.2 million,

or 23.1%, to $6.4 million for the year ended December 31, 2018 as compared to the year ended December 31, 2017.

Interest expense, which includes the amortization of debt issuance costs, increased primarily due to an increase in average borrowings

of $23.5 million, or 30.9%, which was partially offset by the acceleration of $0.2 million of unamortized debt issuance costs related

to the redemption of the 2019 Notes.

Base management fee

expense increased by $1.0 million, or 21.4%, to $5.6 million for the year ended December 31, 2019 as compared to the year

ended December 31, 2018 primarily due to an increase of $44.0 million, or 21.9%, in the average size of our investment portfolio

for the year ended December 31, 2019 as compared to the year ended December 31, 2018.

Base management fee expense increased

by $0.8 million, or 20.9%, to $4.6 million for the year ended December 31, 2018 as compared to the year ended December 31,

2017 primarily due to an increase of $30.2 million, or 17.7%, in the average size of our investment portfolio for the year ended

December 31, 2018 as compared to the year ended December 31, 2017.

2019, our Advisor irrevocably waived the receipt of incentive fees related to the amounts previously deferred that it may be

entitled to receive under the Investment Management Agreement for the period commencing on January 1, 2019 and ending on

December 31, 2019.

Such waived incentive fees will not be subject to recoupment.

During the year ended December 31, 2019, our

Advisor waived performance based incentive fees of $1.8 million which our Advisor would have otherwise been paid.

resulted in $1.8 million of reduced expense and additional net investment income for the year ended December 31, 2019.

On March 6, 2018,

our Advisor irrevocably waived the receipt of incentive fees related to the amounts previously deferred that it may be entitled

to receive under the Investment Management Agreement for the period commencing on January 1, 2018 and ending on December 31, 2018.

Such waived incentive fees will not be subject to recoupment.

During the year ended December 31, 2018, our Advisor waived performance

based incentive fees of $1.2 million which our Advisor would have otherwise earned.

This resulted in $1.2 million of reduced expense

and additional net investment income for the year ended December 31, 2018.

Performance based

incentive fee expense, net of the waiver above, increased by $1.9 million, or 59.5%, to $5.1 million for the year ended December

31, 2019 as compared to the year ended December 31, 2018.

This increase was due to (i) an increase of $8.5 million, or 49.9%, in

Pre-Incentive Fee Net Investment Income for the year ended December 31, 2019 compared to the year ended December 31, 2018 and (ii)

an increase in the Incentive Fee Cap calculated based on the incentive fee cap and deferral mechanism in our Investment Management

Agreement for the year ended December 31, 2019 compared to the year ended December 31, 2018.

The incentive fee on pre-incentive

fee net investment income was subject to the Incentive Fee Cap for the year ended December 31, 2018 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

Performance based incentive fee expense, net of waiver above, increased by $1.6 million, or 96.3%, to $3.2 million for

the year ended December 31, 2018 as compared to the year ended December 31, 2017.

This increase was due to (i) an increase of $3.1

million, or 22.6%, to $17.1 million in Pre-Incentive Fee Net Investment Income for the year ended December 31, 2018 as compared

to the year ended December 31, 2017 and (ii) an increase in the Incentive Fee Cap calculated based on the incentive fee cap

and deferral mechanism in our Investment Management Agreement for the year ended December 31, 2018 compared to the year ended December

The incentive fee on pre-incentive fee net investment income was subject to the Incentive Fee Cap for the year ended

December 31, 2018 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.

In 2019 and 2018,

we elected to carry forward taxable income in excess of current year distributions into the next tax year and pay a 4% excise tax

on such income.

For the years ended December 31, 2019 and 2018, we elected to carry forward taxable income in excess of current

year distributions of $6.5 million and $1.3 million, respectively.

At December 31, 2019 and 2018, excise tax payable of $0.2 million

and $0.03 million, respectively, was recorded.

Administrative fee

expense, professional fees and general and administrative expenses were $3.4 million, $3.0 million and $2.9 million for the years

ended December 31, 2019, 2018 and 2017, respectively.

Net realized gains and losses and net unrealized

appreciation and depreciation

Realized gains or

losses on investments are measured by the difference between the net proceeds from the repayment or sale and the cost basis of

our investments without regard to unrealized appreciation or depreciation previously recognized.

Realized gains or losses on investments

include investments charged off during the period, net of recoveries.

The net change in unrealized appreciation or depreciation

on investments primarily reflects the change in portfolio investment fair values during the reporting period, including the reversal

of previously recorded unrealized appreciation or depreciation when gains or losses are realized.

During the year ended

December 31, 2019, we realized net losses totaling $4.2 million primarily due to the expiration of one of our royalty agreements

and the sale of one of our license agreements, which were included in other investments, which was partially offset by a gain on

the sale of our equity investment in one portfolio company and from the consideration we received from the termination of warrants

upon the sale of three portfolio companies.

During the year ended December 31, 2018, we realized net gains totaling $0.6 million

primarily due to gains realized on the sale of equity received upon the exercise of warrants.

During the year ended December 31,

2017, we realized net losses totaling $21.2 million primarily due to the resolution of four debt investments partially offset by

realized gains on the sale of equity received upon the exercise of warrants.

One debt investment was settled, which resulted in

a realized loss of $5.8 million and unrealized appreciation of $5.8 million.

One debt investment was settled for net cash proceeds

of $1.3 million, which resulted in a realized loss of $3.0 million and unrealized appreciation of $2.8 million.

Two debt investments

were settled for a royalty and sale agreements collectively fair valued at $7.5 million, which resulted in a realized loss of $12.4

million and unrealized appreciation of $11.8 million.

During the year ended

December 31, 2019, net unrealized appreciation on investments totaled $3.2 million which was primarily due to the unrealized appreciation

on one of our equity investments and the reversal of previously recorded unrealized depreciation from the expiration of one of

our royalty agreements, which was included in other investments, partially offset by the unrealized depreciation on one of our

debt investments.

During the year ended December 31, 2018, net unrealized depreciation on investments totaled $1.5 million

which was primarily due to the unrealized depreciation on our warrant and equity investments in public companies.

During the year

ended December 31, 2017, net unrealized appreciation on investments totaled $18.5 million which was primarily due to the reversal

of previously recorded unrealized depreciation on four debt investments that were settled during the period.

Liquidity and capital resources

As of December 31,

2019 and 2018, we had cash and investments in money market funds of $16.3 million and $12.6 million, respectively.

and investments in money market funds are available to fund new investments, reduce borrowings, pay expenses, repurchase common

stock and pay distributions.

In addition, as of December 31, 2019, we had $1.1 million of restricted investments in money market

Restricted investments in money market funds may be used to make monthly interest and principal payments on our Asset-Backed

Our primary sources of capital have been from our public and private equity offerings, use of our revolving credit facilities,

issuance of our public debt offerings and issuance of our Asset-Backed Notes.

On March 26, 2019,

we completed a follow-on public offering of 2,000,000 shares of our common stock at a public offering price of $12.14 per share,

for total net proceeds to us of $23.1 million, after deducting underwriting commission and discounts and other offering expenses.

On August 2, 2019,

we entered into an At-The-Market (“ATM”) sales agreement (the “Equity Distribution Agreement”), with Goldman

Riley FBR, Inc.

(each a “Sales Agent”

and, collectively, the “Sales Agents”).

The Equity Distribution Agreement provides that we may offer and sell shares of common stock from time to time through the Sales

Agents representing up to $50.0 million worth of our common stock, in amounts and at times to be determined by us.

During the year ended

December 31, 2019, we sold 2,012,844 shares of common stock under the Equity Distribution Agreement.

For the same period, we received

total accumulated net proceeds of approximately $24.0 million, including $0.6 million of offering expenses, from these sales.

On April 26, 2019,

our Board extended a previously authorized stock repurchase program which allows us to repurchase up to $5.0 million of our common

stock at prices below our NAV per share as reported in our most recent consolidated financial statements.

Under the repurchase

program, we may, but are not obligated to, repurchase shares of our outstanding common stock in the open market or in privately

negotiated transactions from time to time.

Any repurchases by us will comply with the requirements of Rule 10b-18 under the Exchange

Act and any applicable requirements of the 1940 Act.

Unless extended by our Board, the repurchase program will terminate on the

earlier of June 30, 2020 or the repurchase of $5.0 million of our common stock.

During the years ended December 31, 2019 and 2018,

we did not repurchase any shares of our common stock.

During the year ended December 31, 2017, we repurchased 5,923 shares of our

common stock at an average price of $9.97 on the open market at a total cost of $0.1 million.

From the inception of the stock repurchase

program through December 31, 2019, we repurchased 167,465 shares of our common stock at an average price of $11.22 on the open

market at a total cost of $1.9 million.

At December 31, 2019

and 2018, the outstanding principal balance under the Key Facility was $17.0 million and $90.5 million, respectively.

As of December

31, 2019 and 2018, we had borrowing capacity under the Key Facility of $108.0 million and $34.5 million, respectively.

31, 2019 and 2018, $24.2 million and $0.9 million, respectively, were available, subject to existing terms and advance rates.

Our operating activities

used cash of $51.4 million for the year ended December 31, 2019, and our financing activities provided cash of $56.2 million

for the same period.

Our operating activities used cash primarily to purchase investments in portfolio companies partially offset

by principal payments received on our debt investments.

Our financing activities provided cash primarily from the sale of shares

through a follow-on public offering and our ATM for net proceeds of $47.1 million, after deducting underwriting commission and

discounts and other offering expenses and the completion of our Asset-Backed Notes, partially offset by cash used to pay distributions

to our stockholders.

Our operating activities

used cash of $12.1 million for the year ended December 31, 2018, and our financing activities provided cash of $18.1 million

for the same period.

Our operating activities used cash primarily for investments made in portfolio companies and HSLFI, partially

offset by principal payments received on our debt investments.

Our financing activities provided cash primarily from advances on

our Key Facility partially offset by repayment of our Key Facility and payment of distributions to our stockholders.

Our operating activities

used cash of $14.8 million for the year ended December 31, 2017, and our financing activities used cash of $15.7 million

for the same period.

Our operating activities used cash primarily for investments made in portfolio companies, partially offset

by principal payments received on our debt investments.

Our financing activities used cash primarily to redeem the 2019 Notes,

pay down the Key Facility and pay distributions to our stockholders, partially offset by the issuance of the 2022 Notes.

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

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 Key Facility will be sufficient to meet our working

capital and capital expenditure commitments for at least the next 12 months.

Current borrowings

The following table

shows our borrowings as of December 31, 2019 and 2018:

December 31, 2019

December 31, 2018

(In thousands)

Asset-Backed Notes

Total before debt issuance costs

Unamortized debt issuance costs attributable to term borrowings

Total borrowings outstanding, net

We entered into the

Key Facility effective November 4, 2013.

The interest rate on the Key Facility is based upon the one-month LIBOR plus a spread

of 3.25%, with a LIBOR floor of 0.75%.

The LIBOR rate was 1.76% and 2.50% as of December 31, 2019 and 2018, respectively.

rates in effect were 4.94% and 5.60% as of December 31, 2019 and 2018, 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 December 28, 2018, we

amended the Key Facility, increasing the aggregate commitments under the Key Facility by $25 million to $125 million.

Facility is collateralized by debt investments held by Credit II and permits an advance rate of up to fifty percent (50%) 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.

period during which we may request advances under the Key Facility, or the Revolving Period, extends through April 6, 2021.

After the Revolving Period, we may not request new advances, and we must repay the outstanding advances under the Key

Facility as of such date, at such times and in such amounts as are necessary to maintain compliance with the terms and

conditions of the Key Facility, particularly the condition that the principal balance of the Key Facility not exceed fifty

percent (50%) of the aggregate principal balance of our eligible debt investments to our portfolio companies.

The maturity of

the Key Facility, the date on which all outstanding advances under the Key Facility are due and payable is on April 6,

On September 29, 2017,

we issued and sold an aggregate principal amount of $32.5 million 2022 Notes, and on October 11, 2017, pursuant to the underwriters’

30-day option to purchase additional notes, we sold an additional $4.9 million of the 2022 Notes.

The 2022 Notes have a stated

maturity of September 15, 2022 and may be redeemed in whole or in part at our option at any time or from time to time on or after

September 15, 2019 at a redemption price of $25 per security plus accrued and unpaid interest.

The 2022 Notes bear interest at

a rate of 6.25% per year payable quarterly on March 15, June 15, September 15 and December 15 of each year.

The 2022 Notes are

our direct, unsecured obligations and (1) rank equally in right of payment with our current and future unsecured indebtedness;

(2) are senior in right of payment to any of our future indebtedness that expressly provides it is subordinated to the 2022 Notes;

(3) 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 (4)

are structurally subordinated to all existing and future indebtedness and other obligations of any of our subsidiaries.

of December, 31, 2019, we were in material compliance with the terms of the 2022 Notes.

The 2022 Notes are listed on the

New York Stock Exchange under the symbol “HTFA”.

On August 13, 2019,

the Asset-Backed Notes were issued by the 2019-1 Trust pursuant to a note purchase agreement, dated as of August 13, 2019, by and

among us and Keybanc Capital Markets Inc.

as Initial Purchaser, and are backed by a pool of loans made to certain portfolio companies

of ours and secured by certain assets of those portfolio companies and are to be serviced by us.

Interest on the Asset-Backed Notes

will be paid, to the extent of funds available, at a fixed rate of 4.21% per annum.

The Asset-Backed Notes have a two-year reinvestment

period and a stated maturity of September 15, 2027.

The Asset-Backed Notes were rated A+(sf) by Morningstar Credit Ratings, LLC.

At December 31, 2019,

the Asset-Backed Notes had an outstanding principal balance of $100.0 million.

The Asset-Backed Notes did not exist at December

Under the terms of

the Asset-Backed Notes, we are required to maintain a reserve cash balance, funded through proceeds from the sale of the Asset-Backed

Notes, which may be used to pay monthly interest and principal payments on the Asset-Backed Notes.

The Company has segregated these

funds and classified them as restricted investments in money market funds.

At December 31, 2019, there was approximately $1.1 million

of restricted investments.

There were no funds segregated as restricted investments related to the Asset-Backed Notes at December

As of December 31,

2019 and 2018, other assets were $1.5 million and $1.8 million, respectively, which is primarily comprised of debt issuance

costs and prepaid expenses.

Contractual obligations and off-balance sheet

The following table

shows our significant contractual payment obligations and off-balance sheet arrangements as of December 31, 2019:

Payments due by period

(In thousands)

Unfunded commitments

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.

of December 31, 2019, we had such unfunded commitments of $49.5 million.

This includes no undrawn revolver commitments.

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.

commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash

requirements.

We regularly monitor our unfunded commitments and anticipated refinancings, maturities and capital raising, to

ensure that we have sufficient liquidity to fund such unfunded commitments.

As of December 31, 2019, we reasonably believed

that our assets would provide adequate financial resources to satisfy all of our unfunded commitments.

In addition to the

Key Facility, we have certain commitments pursuant to our Investment Management Agreement entered into with our Advisor.

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.

have also entered into a contract with our Advisor to serve as our administrator.

Payments under the Administration Agreement are

equal to an amount based upon our allocable portion of our Advisor’s overhead in performing its obligations under the agreement,

including rent, fees and other expenses inclusive of our allocable portion of the compensation of our Chief Financial Officer and

Chief Compliance Officer and their respective staffs.

See Note 3 to our consolidated financial statements for additional information

regarding our Investment Management Agreement and our Administration Agreement.

Distributions

In order to qualify

and be subject to tax as a RIC, we must meet certain source-of-income, asset diversification and annual distribution requirements.

Generally, in order to qualify as a RIC, we must derive at least 90% of our gross income for each tax year from dividends, interest,

payments with respect to certain securities, loans, gains from the sale or other disposition of stock, securities or foreign currencies,

income derived from certain publicly traded partnerships, or other income derived with respect to its business of investing in

stock or other securities.

We must also meet certain asset diversification requirements at the end of each quarter of each tax

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

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”

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”

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

federal, state and local taxes, stockholders participating in our DRIP will not receive any corresponding cash

distributions with which to pay any such applicable taxes.

If our common stock is trading above NAV, a stockholder receiving

distributions in the form of additional shares of our common stock will be treated as receiving a distribution of an amount

equal to the fair market value of such shares of our common stock.

We may use newly issued shares to implement the DRIP, or

we may purchase shares in the open market in connection with our obligations under the DRIP.

Related party transactions

We have entered into

the Investment Management Agreement with the Advisor.

The Advisor is registered as an investment adviser under the Investment Advisers

Act of 1940, as amended.

Our investment activities are managed by the Advisor and supervised by the Board, the majority of whom

are independent directors.

Under the Investment Management Agreement, we have agreed to pay the Advisor a base management fee as

well as an incentive fee.

During the years ended December 31, 2019, 2018 and 2017, we paid the Advisor $10.7 million, $7.8 million

and $5.4 million, respectively, pursuant to the Investment Management Agreement.

Through March 6, 2019,

our Advisor was 60% owned by HTF Holdings LLC, which was wholly-owned by Horizon Technology Finance Principals LLC f/k/a Horizon

Technology Finance, LLC (“HTF Principals”).

HTF Principals was wholly-owned by Robert D.

and Gerald A.

By virtue of their ownership interest in HTF Principals, our Chief Executive Officer, Robert D.

and our President,

Michaud controlled our Advisor.

Effective as of March 7, 2019, HTF Principals owns seventy-five percent (75%) of the

By virtue of their ownership interest in Horizon Principals, our Chief Executive Officer, Robert D.

President, Gerald A.

Michaud control our Advisor.

We have also entered

into the Administration Agreement with the Advisor.

Under the Administration Agreement, we have agreed to reimburse the Advisor

for our allocable portion of overhead and other expenses incurred by the Advisor in performing its obligations under the Administration

Agreement, including rent and our allocable portion of the costs of compensation and related expenses of our Chief Financial Officer

and Chief Compliance Officer and their respective staffs.

In addition, pursuant to the terms of the Administration Agreement the

Advisor provides us with the office facilities and administrative services necessary to conduct our day-to-day operations.

the years ended December 31, 2019, 2018 and 2017, we paid the Advisor $0.9 million, $0.7 million and $0.7 million, respectively,

pursuant to the Administration Agreement.

The predecessor of

the Advisor has granted the Company a non-exclusive, royalty-free license to use the name “Horizon Technology Finance.”

We believe that we

derive substantial benefits from our relationship with our Advisor.

Our Advisor may manage other investment vehicles, or Advisor

Funds, with the same investment strategy as us.

The Advisor may provide us an opportunity to co-invest with the Advisor Funds.

Under the 1940 Act, absent receipt of exemptive relief from the SEC, we and our affiliates are precluded from co-investing in negotiated

On November 27, 2017, we were granted exemptive relief from the SEC which permits us to co-invest with Advisor Funds,

subject to certain conditions.

Critical accounting policies

The discussion of

our financial condition and results of operation is based upon our financial statements, which have been prepared in accordance

The preparation of these consolidated financial statements requires management to make estimates and assumptions that

affect the reported amounts of assets, liabilities, revenues and expenses.

Changes in the economic environment, financial markets

and any other parameters used in determining such estimates could cause actual results to differ.

In addition to the discussion

below, we describe our significant accounting policies in the notes to our consolidated financial statements.

We have identified

the following items as critical accounting policies.

Valuation of investments

Investments are

recorded at fair value.

Our Board determines the fair value of our portfolio investments.

We apply fair value to

substantially all of our investments in accordance with Topic 820, Fair Value Measurement , of the Financial Accounting

Standards Board’s, or FASB’s, Accounting Standards Codification as amended, or ASC, which establishes a framework

used to measure fair value and requires disclosures for fair value measurements.

We have categorized our investments carried

at fair value, based on the priority of the valuation technique, into a three-level fair value hierarchy.

Fair value is a

market-based measure considered from the perspective of the market participant who holds the financial instrument rather than

an entity specific measure.

Therefore, when market assumptions are not readily available, our own assumptions are set to

reflect those that management believes market participants would use in pricing the financial instrument at the measurement

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.

Board determines the fair value of investments in good faith, based on the input of management, the audit committee and independent

valuation firms that have been engaged at the direction of our Board to assist in the valuation of each portfolio investment without

a readily available market quotation at least once during a trailing twelve-month period under our valuation policy and a consistently

applied valuation process.

The Board conducts this valuation process at the end of each fiscal quarter, with 25% (based on fair

value) of our valuation of portfolio companies that do not have a readily available market quotations subject to review by an independent

valuation firm.

Income recognition

Interest on debt investments

is accrued and included in income based on contractual rates applied to principal amounts outstanding.

Interest income is determined

using a method that results in a level rate of return on principal amounts outstanding.

Generally, when a debt investment becomes

90 days or more past due, or if we otherwise do not expect to receive interest and principal repayments, the debt investment

is placed on non-accrual status and the recognition of interest income may be discontinued.

Interest payments received on non-accrual

debt investments may be recognized as income, on a cash basis, or applied to principal depending upon management’s judgment

at the time the debt investment is placed on non-accrual status.

For the year ended December 31, 2019 and 2018, we did not recognize

any interest income from debt investments on non-accrual status.

For the year ended December 31, 2017, we recognized as interest

income interest payments of $0.1 million received from one portfolio company whose debt investment was 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.

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.

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.

Distributions from

HSLFI are evaluated at the time of distribution to determine if the distribution should be recorded as dividend income or a return

Generally, we will not record distributions from HSLFI as dividend income unless there are sufficient accumulated tax-basis

earnings and profit in HSLFI prior to distribution.

Distributions that are classified as a return of capital are recorded as a

reduction in the cost basis of the investment.

For the year ended December 31, 2019, HSLFI distributed $0.7 million classified

as dividend income to us.

For the period June 1, 2018 (the commencement of HSLFI’s operations) through December 31, 2018,

HSLFI distributed $0.3 million classified as dividend income to us.

Realized gains or

losses on the sale of investments, or upon the determination that an investment balance, or portion thereof, is not recoverable,

are calculated using the specific identification method.

We measure realized gains or losses by calculating the difference between

the net proceeds from the repayment or sale and the amortized cost basis of the investment.

Net change in unrealized appreciation

or depreciation reflects the change in the fair values of our portfolio investments during the reporting period, including any

reversal of previously recorded unrealized appreciation or depreciation, when gains or losses are realized.

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

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 at least equal to 90% of our investment company taxable income, as defined by the Code and determined without

regard to any deduction for dividends paid.

We, among other things, have made and intend to continue to make the requisite distributions

to our stockholders, which will generally relieve us from incurring any material liability for U.S.

federal income taxes.

Depending on the level

of taxable income earned in a tax year, we may choose to carry forward taxable income in excess of current year distributions into

the next tax year and incur a 4% excise tax on such income, as required.

To the extent that we determine that our estimated current

year annual taxable income will be in excess of estimated current year distributions, we will accrue excise tax, if any, on estimated

excess taxable income as taxable income is earned.

We evaluate tax positions

taken in the course of preparing our tax returns to determine whether the tax positions are “more-likely-than-not”

to be sustained by the applicable tax authority in accordance with ASC Topic 740, Income Taxes , as modified by ASC Topic

946, Financial Services –

Investment Companies .

Tax benefits of positions not deemed to meet the more-likely-than-not

threshold, or uncertain tax positions, are recorded as a tax expense in the current year.

It is our policy to recognize accrued

interest and penalties related to uncertain tax benefits in income tax expense.

We had no material uncertain tax positions at December

31, 2019 and 2018.

Recently adopted accounting pronouncement

In July 2019, the

FASB issued Accounting Standards Update 2019-07, Codification Updates to SEC Sections:

Amendments to SEC Paragraphs Pursuant to

SEC Final Rule Releases No.

33-10532, Disclosure Update and Simplification, and Nos.

33-10231 and 33-10442, Investment Company

Reporting Modernization, and Miscellaneous Updates which amends the codification to reflect changes adopted by the SEC.

adopted final rules that amend certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded.

We have adopted these amendments and the changes are reflected in our consolidated financial statements.

Certain prior year information

has been adjusted to conform to these amendments.

Recent developments

Subsequent to

December 31, 2019, and as of March 3, 2020, we sold 1,198,552 shares of common stock for total accumulated net proceeds of

approximately $15.1 million, net of offering expenses, under the Equity Distribution Agreement.

As of March 3, 2020, shares

representing approximately $10.0 million of its common stock remain available for issuance and

sale under the Equity Distribution Agreement.

On January 29, 2020,

we received proceeds of $2.3 million in connection with the termination of our warrants in Sys-Tech Solutions, Inc.

(“Sys-Tech”)

upon Sys-Tech’s sale to Dover Fluids, Inc.

On February 12, 2020,

we received proceeds of $0.4 million in connection with the sale of our equity investment in Revance Therapeutics, Inc.

On February 21, 2020,

Bridge2 Solutions, LLC (“Bridge2”) prepaid its outstanding principal balance of $14.5 million on its venture loan,

plus interest and end-of-term payment.

On February 26, 2020, we received proceeds of $2.9 million in connection

with the termination of our warrants in Bridge2 upon Bridge2’s sale to Intercontinental Exchange, Inc.

On February 26, 2020,

we funded a $20.0 million loan to a new portfolio company, Castle Creek Biosciences, Inc., a clinical stage biopharmaceutical company

developing therapies for patients with rare and debilitating dermatological conditions.

On February 28, 2020,

we funded a $4.0 million loan to an existing portfolio company, CSA Medical, Inc., a developer of novel, patent-protected cryotherapy

medical devices.

On February 28, 2020,

we funded a $1.1 million loan to an existing portfolio company, Betabrand Corporation, a crowdfunded online clothing community

that designs, manufactures, and consistently releases new products.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity