What changed in this filing

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Item 9A. Controls and Procedures

2021-03-02 compared with 2020-03-03 · 70 added, 93 removed, 68 unchanged (71% of the section changed)

Controls and Procedures

(a) Evaluation of disclosure controls and procedures

As of December 31,

2019, we, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation

of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act).

Based on that evaluation, our

management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures

were effective and provided reasonable assurance that information required to be disclosed in our periodic SEC filings is recorded,

processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information

is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate,

to allow timely decisions regarding required disclosure.

However, in evaluating the disclosure controls and procedures, management

recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of

achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit

relationship of such possible controls and procedures.

(b) Management’s Report on Internal Control

Over Financial Reporting

Management’s

Report on Internal Control Over Financial Reporting and RSM US LLP’s Report of Independent Registered Public Accounting Firm

are included in “Item 8.

Consolidated Financial Statements and Supplementary Data”

of this Annual Report on Form 10-K.

There have been no

material changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange

Act) during our most recently completed fiscal quarter, that have materially affected, or are reasonably likely to materially affect,

our internal control over financial reporting.

Evaluation of disclosure controls and procedures

As of December 31, 2020, we, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act).

Based on that evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective and provided reasonable assurance that information required to be disclosed in our periodic SEC filings is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

However, in evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of such possible controls and procedures.

Management’s Report on Internal Control Over Financial Reporting

Management’s Report on Internal Control Over Financial Reporting is included in “Item 8.

Consolidated Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.

Changes in internal controls over financial reporting.

There have been no material changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during our most recently completed fiscal quarter, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

We will file a definitive

Proxy Statement for our 2020 Annual Meeting of Stockholders with the SEC, pursuant to Regulation 14A, not later than 120 days

after the end of our fiscal year.

Accordingly, certain information required by Part III has been omitted under General Instruction G(3)

to Form 10-K.

Only those sections of our definitive Proxy Statement that specifically address the items set forth herein are

incorporated by reference.

We will file a definitive Proxy Statement for our 2021 Annual Meeting of Stockholders with the SEC, pursuant to Regulation 14A, not later than 120 days after the end of our fiscal year.

Accordingly, certain information required by Part III has been omitted under General Instruction G(3) to Form 10-K.

Only those sections of our definitive Proxy Statement that specifically address the items set forth herein are incorporated by reference.

Directors, Executive Officers and Corporate Governance

The information required

by Item 10 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2020 Annual Meeting of

Stockholders, to be filed with the Securities and Exchange Commission not later than 120 days following the end of our fiscal

The information required by Item 10 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2021 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission not later than 120 days following the end of our fiscal year.

Executive Compensation

The information required

by Item 11 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2020 Annual Meeting of

Stockholders, to be filed with the Securities and Exchange Commission not later than 120 days following the end of our fiscal

The information required by Item 11 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2021 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission not later than 120 days following the end of our fiscal year.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required

by Item 12 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2020 Annual Meeting of

Stockholders, to be filed with the Securities and Exchange Commission not later than 120 days following the end of our fiscal

The information required by Item 12 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2021 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission not later than 120 days following the end of our fiscal year.

Certain Relationships and Related Transactions, and Director Independence

The information required

by Item 13 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2020 Annual Meeting of

Stockholders, to be filed with the Securities and Exchange Commission not later than 120 days following the end of our fiscal

The information required by Item 13 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2021 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission not later than 120 days following the end of our fiscal year.

Principal Accounting Fees and Services

The information required

by Item 14 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2020 Annual Meeting of

Stockholders, to be filed with the Securities and Exchange Commission not later than 120 days following the end of our fiscal

The information required by Item 14 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2021 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission not later than 120 days following the end of our fiscal year.

Exhibits, Financial Statement Schedules

(a)(1) Financial statements

(1) Financial statements —

Refer to Item 8

starting on page 84.

(2) Financial statement schedules —

Amended and Restated Certificate of Incorporation (Incorporated by reference to exhibit (a) of the Company’s Pre-effective Amendment No.

(1) Financial statements — Refer to Item 8 starting on page 91 .

(2) Financial statement schedules — None

Amended and Restated Certificate of Incorporation (Incorporated by reference to exhibit (a) of the Company’s Pre-effective Amendment No.

2 to the Registration Statement on Form N-2, filed on July 2, 2010)

Amended and Restated Bylaws (Incorporated by reference to exhibit (b) of the Company’s Pre-effective Amendment No.

2 to the Registration Statement on Form N-2, filed on July 2, 2010)

Form of Specimen Certificate (Incorporated by reference to exhibit (d) of the Company’s Pre-effective Amendment No.

3 to the Registration Statement on Form N-2, filed on July 19, 2010)

Indenture, dated as of March 23, 2012, between the Company and U.S.

Bank National Association (Incorporated by reference to Exhibit (d)(7) of the Company’s Post-Effective Amendment No.

2 to the Registration Statement on Form N-2, File No.

1 unchanged sentence

Second Supplemental Indenture, dated as of September 29, 2017, between the Company and U.S.

Bank National Association (Incorporated by reference to Exhibit (d)(12) of the Company’s Post-Effective Amendment No.

5 to the Registration Statement on Form N-2, File No.

1 unchanged sentence

Form of 6.25% 2022 Notes due 2022 (included as part of Exhibit 4.3)

Description of Securities

Investment Management Agreement (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed on March 8, 2019)

Form of Custodial Agreement (Incorporated by reference to exhibit (j) of the Company’s Pre-effective Amendment No.

Description of Securities (Incorporated by reference to Exhibit 4.5 of the Company’s Annual Report on Form 10-K, filed on March 3, 2020)

Investment Management Agreement (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed on March 8, 2019)

Form of Custodial Agreement (Incorporated by reference to exhibit (j) of the Company’s Pre-effective Amendment No.

3 to the Registration Statement on Form N-2, filed on July 19, 2010)

Form of Administration Agreement (Incorporated by reference to exhibit (k)(1) of the Company’s Pre-effective Amendment No.

2 to the Registration Statement on Form N-2, filed on July 2, 2010)

Form of Trademark License Agreement by and between the Company and Horizon Technology Finance Management, LLC (Incorporated by reference to exhibit (k)(2) of the Company’s Pre-effective Amendment No.

2 to the Registration Statement on Form N-2, filed on July 2, 2010)

Form of Dividend Reinvestment Plan (Incorporated by reference to exhibit (e) of the Company’s Pre-effective Amendment No.

2 to the Registration Statement on Form N-2, filed on July 2, 2010)

Amended and Restated Loan and Security Agreement, dated as of November 4, 2013, by and among Horizon Credit II LLC, as the borrower, the Lenders that are signatories thereto, as the lenders, and Key Equipment Finance Inc., as the arranger and the agent (Incorporated by reference to Exhibit 10.14 of the Company’s Annual Report on Form 10-K, filed on March 11, 2014)

Amendment No.

1 to Amended and Restated Loan Agreement, dated as of August 12, 2015, by and among Horizon Credit II LLC, as the borrower, Alostar Bank of Commerce, as lender, and KeyBank National Association, as lender, arranger and agent (Incorporated by reference to Exhibit (k)(13) of Pre-effective Amendment No.

3 to the Company’s Registration Statement on Form N-2, filed on August 19, 2015)

Amended and Restated Sale and Servicing Agreement, dated as of November 4, 2013, by and among Horizon Credit II LLC, as the buyer, Horizon Technology Finance Corporation, as the originator and the servicer, Horizon Technology Finance Management LLC, as the sub-servicer, U.S.

Bank National Association, as the collateral custodian and backup servicer, and Key Equipment Finance Inc., as the agent (Incorporated by reference to Exhibit 10.15 of the Company’s Annual Report on Form 10-K, filed on March 11, 2014)

Agreement Regarding Loan Assignment and Related Matters, dated as of November 4, 2013, by and among Horizon Credit II LLC, Wells Fargo Capital Finance, LLC and Key Equipment Finance Inc.

(Incorporated by reference to Exhibit 10.16 of the Company’s Annual Report on Form 10-K, filed on March 11, 2014)

Joinder Agreement, dated April 27, 2016, by and among MUFG Union Bank, N.A., as lender, KeyBank National Association as agent, Horizon Credit II LLC, as borrower, and the Company, as servicer (Incorporated by reference to Exhibit (k)(11) to the Post-Effective Amendment No.

2 to the Company’s Registration Statement on Form N-2, File No.

333-201886, filed on June 10, 2016)

1 unchanged sentence

2 to Amended and Restated Loan Agreement, dated as of April 6, 2018, by and among Horizon Credit II LLC, as the borrower, State Bank and Trust Company (successor by merger to AloStar Bank of Commerce), as lender, MUFG Union Bank, N.A., as lender, and KeyBank National Association (successor by merger to Key Equipment Finance Inc.) as lender, arranger, and agent (Incorporated by reference to Exhibit 10.01 of the Quarterly Report on Form 10-Q of the Company, filed on May 1, 2018)

Horizon Secured Loan Fund I Limited Liability Company Agreement dated June 1, 2018, by and between the Company and Arena Sunset SPV, LLC (Incorporated by reference to Exhibit (k)(9) to the Company’s Registration Statement on Form N-2, File No.

333-225698, filed on June 18, 2018)

Amendment No.

3 to Amended and Restated Loan Agreement, dated as of December 28, 2018, by and among Horizon Credit II LLC, as the borrower, State Bank and Trust Company (successor by merger to AloStar Bank of Commerce), as lender, MUFG Union Bank, N.A., as lender, and KeyBank National Association (successor by merger to Key Equipment Finance Inc.) as lender, arranger, and agent (Incorporated by reference to Exhibit 10.13 of the Company’s Annual Report on Form 10-K, filed on March 5, 2019)

Underwriting Agreement, dated as of March 21, 2019, by and among the Company, Horizon Technology Finance Management LLC, and Morgan Stanley & Co.

LLC, as representative of the several underwriters named therein (Incorporated by reference to Exhibit (h)(3) of the Company’s Post-Effective Amendment No.

1, filed on March 26, 2019)

1 unchanged sentence

Riley FBR, Inc.

(Incorporated by reference to Exhibit 1.1 of the Company’s Current Report on Form 8-K, filed on August 2, 2019)

Note Purchase Agreement, dated as of August 6, 2019, by and among the Company, Horizon Funding Trust 2019-1, the Issuer, Horizon Funding 2019-1 LLC, the Trust Depositor, and KeyBanc Capital Markets Inc., as Initial Purchaser (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed on August 13, 2019)

Indenture, dated as of August 13, 2019, by and between Horizon Funding Trust 2019-1, as the Issuer, and US Bank National Association, as the Trustee (Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, filed on August 13, 2019).

Sale and Contribution Agreement, dated as of August 13, 2019, by and between the Company, as the Seller, and Horizon Funding 2019-1 LLC, as the Trust Depositor (Incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K, filed on August 13, 2019).

Sale and Servicing Agreement, dated as of August 13, 2019, by and among the Company, as the Seller and as the Servicer, Horizon Funding Trust 2019-1, as the Issuer, Horizon Funding 2019-1 LLC, as the Trust Depositor, and US Bank National Association, as the Trustee, Backup Servicer, Custodian and Securities Intermediary (Incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K, filed on August 13, 2019).

Administration Agreement, dated as of August 13, 2019, among Horizon Funding Trust 2019-1, as Issuer, the Company, as Administrator, Wilmington Trust, National Association, as Owner Trustee, and US Bank National Association, as Trustee (Incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K, filed on August 13, 2019).

Amended and Restated Trust Agreement, dated as of August 13, 2019, Horizon Funding 2019-1 LLC, as the Trust Depositor, and Wilmington Trust, National Association, as the Owner Trustee (Incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K, filed on August 13, 2019).

Code of Ethics of the Company (Incorporated by reference to Exhibit 14.1 of the Company’s Annual Report on Form 10-K, filed on March 7, 2017)

(Incorporated by reference to Exhibit 1.1 of the Company’s Current Report on Form 8-K, filed on August 2, 2019)

Sale and Servicing Agreement, dated as of June 1, 2018, by and among Horizon Funding I, LLC, the issuer, Horizon Secured Lending Fund I LLC, as originator and seller, Horizon Technology Finance Corporation, the servicer, and U.S.

Bank National Association (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8 K, filed on June 26, 2020)

Amendment No.

1 to Sale and Servicing Agreement, dated as of June 19, 2019, by and among Horizon Funding I, LLC, the issuer, Horizon Secured Lending Fund I LLC, as originator and seller, Horizon Technology Finance Corporation, the servicer, and U.S.

Bank National Association (Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8 K, filed on June 26, 2020)

Amendment No.

2 to Sale and Servicing Agreement, dated as of June 5, 2020, by and among Horizon Funding I, LLC, the issuer, Horizon Secured Lending Fund I LLC, as originator and seller, Horizon Technology Finance Corporation, the servicer, and U.S.

Bank National Association (Incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8 K, filed on June 26, 2020)

Amended and Restated Note Funding Agreement, dated as of June 5, 2020, between Horizon Funding I, LLC, the issuer, and the Initial Purchasers (as defined therein) (Incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8 K, filed on June 26, 2020)

Indenture, dated as of June 1, 2018, by and between Horizon Funding I, LLC, the issuer, and U.S.

Bank National Association (Incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8 K, filed on June 26, 2020).

Supplemental Indenture, dated as of June 5, 2020, by and between Horizon Funding I, LLC, the issuer, and U.S.

Bank National Association (Incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 8 K, filed on June 26, 2020)

Seventh Amendment to the Amended and Restated Loan and Security Agreement, dated as of June 29, 2020, among Horizon Credit II LLC, as borrower, the Lenders party thereto, and KeyBank National Association, as arranger and agent (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8 K, filed on June 30, 2020)

Equity Distribution Agreement, dated as of June 30, 2020, by and among the Company, Horizon Technology Management LLC, Goldman Sachs & Co.

Riley FBR, Inc.

(Incorporated by reference to Exhibit 1.1 of the Company’s Current Report on Form 8 K, filed on July 30, 2020)

Code of Ethics of the Company (Incorporated by reference to Exhibit 14.1 of the Company’s Annual Report on Form 10-K, filed on March 7, 2017)

List of Subsidiaries

6 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Privacy Policy of the Company (Incorporated by reference to Exhibit 99.1 of the Company’s Annual Report on Form 10-K, filed on March 16, 2011)

Filed herewith

Pursuant to the requirements

of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K

to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

HORIZON TECHNOLOGY FINANCE CORPORATION

March 2, 2021

/s/ Robert D.

Chief Executive Officer and Chairman of the Board of Directors

KNOW ALL MEN BY THESE

PRESENTS, that each person whose signature appears below constitutes and appoints Robert D.

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert D.

Pomeroy, Jr., Daniel R.

and Gerald A.

Michaud as his true and lawful attorneys-in-fact, each with full power of substitution, for him in any and all capacities,

to sign any amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents

in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact

or their substitute or substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements

of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on

behalf of the registrant and in the capacities and on the dates indicated.

Trolio and Gerald A.

Michaud as his true and lawful attorneys-in-fact, each with full power of substitution, for him in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact or their substitute or substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated .

/s/ Robert D.

17 unchanged sentences

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 9A. Controls and Procedures