v3.25.2
Subsequent Events
6 Months Ended
Jun. 30, 2025
Subsequent Events [Abstract]  
Subsequent Events ubsequent Events
Merger Agreement with Horizon Technology Finance Corporation
On August 7, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Horizon Technology Finance Corporation, a Delaware corporation (“HRZN”), HMMS, Inc., a Maryland corporation and wholly owned subsidiary of HRZN (“Merger Sub”), MC Advisors, and Horizon Technology Finance Management LLC, a Delaware limited liability company and investment adviser to HRZN. The Merger Agreement provides that, subject to the conditions set forth in the Merger Agreement, immediately following the Asset Sale (as defined below) and at the effective time of the Merger (the “Effective Time”), Merger Sub will merge with and into the Company, with the Company continuing as the surviving company and as a wholly-owned subsidiary of HRZN and, immediately thereafter, the Company will merge with and into HRZN, with HRZN continuing as the surviving company (collectively, the “Merger”). The boards of directors of both the Company and HRZN, including each of their respective independent directors (in each case, on the recommendation of a special committee of each such board comprised solely of certain independent directors of the applicable board), have approved the Merger Agreement and the transactions contemplated therein. The parties to the Merger Agreement intend the Merger to be treated as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended.
At the Effective Time, each share of the Company’s common stock issued and outstanding immediately prior to the Effective Time, except for shares, if any, owned by HRZN or any of its consolidated subsidiaries, shall be converted into the right to receive a number of shares of common stock, par value $0.001 per share, of HRZN (“HRZN Common Stock”) equal to the Exchange Ratio (as defined below) in connection with the closing of the Merger.
As of a mutually agreed date no earlier than 48 hours (excluding Sundays and holidays) prior to the Effective Time (such date, the “Determination Date”), each of the Company and HRZN will deliver to the other a calculation of its net asset value (“NAV”) as of such date (such calculation with respect to the Company, the “Closing MRCC Net Asset Value” and such calculation with respect to HRZN, the “Closing HRZN Net Asset Value”), in each case using a pre-agreed set of assumptions, methodologies and adjustments. Based on such calculations, the parties will calculate the “MRCC Per Share NAV”, which will be equal to (i) the Closing MRCC Net Asset Value divided by (ii) the number of shares of the Company’s common stock issued and outstanding as of the Determination Date, and the “HRZN Per Share NAV”, which will be equal to (A) the Closing HRZN Net Asset Value divided by (B) the number of shares of HRZN Common Stock issued and outstanding as of the Determination Date.
The “Exchange Ratio” will be the quotient (rounded to the fourth nearest decimal) of: (A) the MRCC Per Share NAV, divided by (B) the HRZN Per Share NAV. The Exchange Ratio shall be appropriately adjusted to reflect any stock increase, decrease or exchange or if a distribution is authorized and declared between the Determination Date and the Effective Time, in each case, to provide the stockholders of the Company and HRZN the same economic effect as contemplated by the Merger Agreement prior to such event. No fractional shares of HRZN common stock will be issued, and holders of the Company’s common stock will receive cash in lieu of fractional shares.
The Merger Agreement contains representations, warranties and covenants, including, among others, covenants relating to the operation of each of HRZN’s and the Company’s businesses during the period prior to the closing of the Merger. HRZN and the Company have agreed to convene and hold stockholder meetings for the purpose of obtaining the approvals required of HRZN’s and the Company’s stockholders, respectively, and have agreed to recommend that the stockholders approve the applicable proposals.
Consummation of the Merger, which is currently anticipated to occur during the fourth quarter of 2025, is subject to certain closing conditions, including (1) requisite approvals of HRZN stockholders and the Company’s stockholders, (2) the absence of certain legal impediments to the consummation of the Merger, (3) effectiveness of the registration statement for the HRZN Common Stock to be issued as consideration in the Merger, (4) subject to certain exceptions, the accuracy of the representations and warranties and compliance with the covenants of each party to the Merger Agreement, (5) required regulatory approvals (including expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended), and (6) consummation of the Asset Sale (as defined below) immediately prior to the Merger.
Asset Purchase Agreement with Monroe Capital Income Plus Corporation
On August 7, 2025, the Company entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Monroe Capital Income Plus Corporation, a Maryland corporation (“MCIP”), and MC Advisors, pursuant to which, subject to the satisfaction or waiver of the closing conditions set forth in the Asset Purchase Agreement, on the closing date of the transactions contemplated by the Asset Purchase Agreement (the “Closing Date”), MCIP will acquire the investment assets of the Company at fair value, as determined shortly before the Closing Date, for cash (the “Asset Sale”). Under the Asset Purchase Agreement, the Asset Sale is contingent upon, and will become effective immediately prior to the effectiveness of, the Merger. The boards of directors of both the Company and MCIP, including each of their respective independent directors (in each case, on the recommendation of a special committee of each such board comprised solely of certain independent directors of the applicable board), have approved the Asset Purchase Agreement and the transactions contemplated therein.
As of a mutually agreed date no earlier than 48 hours (excluding Sundays and holidays) prior to the Closing Date, the Company will deliver to MCIP a calculation of fair value of the Purchased Assets (as defined in the Asset Purchase Agreement) as of such date (such calculation, the “Closing MRCC Asset Value”), using a pre-agreed set of assumptions, methodologies and adjustments. At the Closing Date, MCIP shall pay, or cause to be paid, an amount in cash equal to the Closing MRCC Asset Value to the Company (or its designee) by wire transfer of immediately available funds to such account or accounts as directed in writing by the Company.
The Asset Purchase Agreement contains representations, warranties and covenants, including, among others, covenants relating to the operation of the Company’s business during the period prior to the closing of the Asset Sale. In addition, during that period, the Company has agreed to convene and hold a stockholder meeting for the purpose of obtaining the approval required of the Company’s stockholders in connection with the Asset Sale and the Merger and has agreed to recommend that the stockholders approve such proposals.
Consummation of the Asset Sale, which is currently anticipated to occur during the fourth quarter of 2025, is subject to certain closing conditions, including (1) requisite approvals of the Company’s stockholders, (2) the absence of certain legal impediments to the consummation of the Asset Sale, (3) subject to certain exceptions, the accuracy of the representations and warranties and compliance with the covenants of each party to the Asset Purchase Agreement, (4) required regulatory approvals (including expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended), and (5) the satisfaction or waiver of the closing conditions in the Merger Agreement (other than the condition precedent with respect to the Asset Sale).
Following the Asset Sale, the Company’s only assets will be the net cash proceeds from the sale after giving effect to the receipt of proceeds from the Asset Sale, repayment of liabilities, transaction costs and distribution of undistributed net investment income. Pursuant to and subject to the terms and conditions of the Merger Agreement, subsequent to the closing of the Asset Sale, the Company will merge with HRZN.