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  Title	Form 425 - Prospectuses and communications, business combinations
  ID	12295964
  External ID	7951227889
  Author	Unknown
  Published Date	Aug. 7, 2025, 4 p.m.
  Summary	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of ear
  Tags	press-release
  URL	https://mx.advfn.com/bolsa-de-valores/nasdaq/mrcc/noticias/96590605/form-425-prospectuses-and-communications-business-combinations
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  Content ID	7856515
  Key	3d123a9f-64a7-455e-bdf9-c2c0473d2f76
  Content	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 7, 2025 MONROE CAPITAL CORPORATION (Exact name of Registrant as Specified in Its Charter) maryland (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 311 South Wacker Drive Suite 6400 Chicago IL (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below): x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Name of each exchange on which registered Common Stock, par value $0.001 per share MRCC The Nasdaq Global Select Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b- 2 of the Securities Exchange Act of 1934. Emerging growth company ¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ Item Results of Operations and Financial Condition. On August 7, 2025, Monroe Capital Corporation (“MRCC”) and Horizon Technology Finance Corporation, a Delaware corporation (“HRZN”), provided a joint investor presentation in connection with the transactions described in Item 7.01 of this Current Report on Form 8-K, which presentation includes certain preliminary estimates of MRCC's financial condition and results of operations for its second quarter ended June 30, 2025. A copy of the investor presentation is furnished herewith as Exhibit 99.2 and is incorporated herein by reference. The preliminary estimates of MRCC's second quarter 2025 financial information and results furnished in the joint investor presentation furnished herewith as Exhibit 99.2 are based on MRCC management's preliminary determinations and current expectations, and such information is inherently uncertain. The preliminary estimates provided in the joint investor presentation furnished herewith as Exhibit 99.2 have been prepared by, and are the responsibility of, management and are subject to completion of MRCC's customary quarter-end closing and review procedures and third-party review, including the determination of the fair value of MRCC's portfolio investments. As a result, actual results could differ materially from the current preliminary estimates based on adjustments made during MRCC's quarter-end closing and review procedures and third-party review, and MRCC's reported information in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 may differ from this information, and any such differences may be material. In addition, the preliminary information furnished in the presentation does not include all of the information regarding MRCC's financial condition and results of operations for the quarter ended June 30, 2025 that may be important to investors. As a result, investors are cautioned not to place undue reliance on the information furnished in this communication and should view this information in the context of MRCC's full second quarter 2025 results when such results are disclosed by MRCC in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025. The information furnished in the joint investor presentation furnished herewith as Exhibit 99.2 is based on MRCC management's current expectations that involve substantial risks and uncertainties that could cause actual results to differ materially from the results expressed in, or implied by, such information. The information disclosed under this Item 2.02, including Exhibit 99.2 hereto, is being “furnished” and is not deemed “filed” by MRCC for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor is it deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as may be expressly set forth by specific reference in such filing. Item 7.01. Regulation FD Disclosure On August 7, 2025, MRCC and HRZN issued a joint press release announcing, among other things, (i) MRCC's and HRZN's entry into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which MRCC will merge with and into HRZN in a two-step merger transaction, with HRZN continuing as the surviving company (the “Merger”), and (ii) MRCC's entry into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Monroe Capital Income Plus Corporation, a Maryland corporation (“MCIP”), pursuant to which MCIP will acquire substantially all of the assets of MRCC at fair value, as determined shortly before the closing of the transaction, for cash (the “Asset Sale”). The Merger is structured as a NAV-for-NAV share exchange, whereby shareholders of MRCC common stock will receive a number of shares of HRZN common stock equal to the NAV of the shares of MRCC common stock they hold, as determined shortly before closing of the Merger and giving effect to the Asset Sale. 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. Each of the Merger and the Asset Sale is subject to the satisfaction or waiver of certain closing conditions, including, without limitation, the required shareholder approvals and, with respect to the Merger, the consummation of the Asset Sale immediately prior to the Merger and, with respect to the Asset Sale, the satisfaction or waiver of the closing conditions in the Merger Agreement. The full text of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. On August 7, 2025, MRCC and HRZN provided a joint investor presentation in connection with the above-described transactions, which presentation will be referenced on a joint conference call to be held by MRCC and HRZN at 5:00 p.m., ET on August 7, 2025. A copy of the investor presentation is furnished herewith as Exhibit 99.2 and is incorporated herein by reference. The information disclosed under this Item 7.01, including Exhibits 99.1 and 99.2 hereto, is being “furnished” and is not deemed “filed” by MRCC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section, nor is it deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as may be expressly set forth by specific reference in such filing. Item 9.01. Financial Statements and Exhibits. (d) Exhibits Joint Press Release, dated August 7, 2025 Joint Investor Presentation, dated August 7, 2025 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, Monroe Capital Corporation has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MONROE CAPITAL CORPORATION Date: August 7, 2025 By: /s/ Lewis W. Solimene, Jr. Name: Lewis W. Solimene, Jr. Title: Chief Financial Officer and Chief Investment Officer Exhibit 99.1 Monroe Capital Corporation and Horizon Technology Finance Corporation Enter into Definitive Merger Agreement Monroe Capital Corporation Additionally Signs Definitive Asset Purchase Agreement to Sell its Investment Assets to Monroe Capital Income Plus Corporation Immediately Preceding Merger Transaction to Drive Scale and Shareholder Value Across Monroe Capital BDC Platforms Chicago, IL – August 7, 2025 – Monroe Capital LLC (“Monroe Capital”) today announced that Monroe Capital Corporation (“MRCC”; NASDAQ: MRCC) and Horizon Technology Finance Corporation (“HRZN”; NASDAQ: HRZN), both business development companies (“BDCs”) managed by affiliates of Monroe Capital, have entered into an agreement (the “Merger Agreement”) under which MRCC would merge with and into HRZN (the “Merger”), subject to the receipt of certain shareholder approvals and the satisfaction of other closing conditions. Pursuant to the Merger Agreement, HRZN will be the surviving public entity and will continue to be managed by Horizon Technology Finance Management LLC (“HTFM”) and trade on the NASDAQ under the symbol “HRZN”. Monroe Capital Income Plus Corporation (“MCIP”), the Monroe Capital platform's privately offered BDC, has agreed that, immediately prior to the Merger, it will acquire substantially all of the assets of MRCC at fair value, as determined shortly before closing, for cash (the "Asset Sale"), subject to the satisfaction or waiver of the closing conditions in the Merger Agreement and certain other closing conditions applicable to the Asset Sale. Following the Asset Sale, MRCC'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 the Merger Agreement, MRCC will subsequently merge with HRZN. Under the terms of the Merger Agreement, shareholders of MRCC will receive a number of HRZN shares with a net asset value (“NAV”) equal to the NAV of the shares that they hold in MRCC, as determined shortly before closing and after giving effect to the Asset Sale. Upon closing of the Merger, the former MRCC shareholders are expected to own approximately 37% of HRZN. The merger transaction is structured as a NAV-for-NAV exchange of shares. “We believe this innovative, shareholder-friendly transaction unlocks shareholder value within MRCC while also placing the combined HRZN entity in a much better position to serve borrowers and execute on its key long-term strategic initiatives,” said Theodore L. Koenig, Chairman & Chief Executive Officer of Monroe Capital. “This transaction is expected to be accretive to both shareholders of MRCC and HRZN, while also offering compelling synergies and cost-savings that will allow us to continue to deliver attractive, sustainable risk-adjusted returns to our investors for years to come. To accelerate its next phase of growth, HRZN will have the full support and backing of Monroe Capital, an approximately $22 billion AUM, premier asset manager.” Michael P. Balkin, Chief Executive Officer of Horizon Technology Finance, added, “This transaction provides HRZN with significant incremental leverageable capital, and a larger shareholder base to execute on its strategy of being a leading lender in providing both venture debt and also growth capital in the public small cap company space. We are confident that the enhanced earnings power and expanded investing opportunity set will translate into stronger long-term total returns for our shareholders.” Key Transaction Highlights · Enhanced Scale – The Merger will increase the size and scale of HRZN, as the combined company is expected to benefit from additional equity capital of approximately $165 million before adding allowable leverage, corresponding to a NAV of approximately $446 million based on June 30, 2025 financials, as adjusted for estimated Merger-related adjustments and expenses (the “Current Combined NAV”). Due to its increased size and scale post-closing, the combined company is expected to realize a reduction in per-share operating expenses for HRZN shareholders on a pro forma basis. Further, shareholders of the combined company are expected to benefit from improved trading liquidity through, among other things, a broader investor base. · Return Accretion – The Merger is expected to be neutral to net investment income (“NII”) for the combined company during the first-year post-closing, and accretive over time, driven by operational savings, portfolio mix optimization, and cost savings from capital structure improvements over the long-term. · Additional Capital to Support Next Phase of Growth – The Merger will provide HRZN with incremental capital to execute on its current investment strategy of providing venture debt to sponsor-backed private companies in technology, healthcare, life sciences and sustainability, while broadening its investment platform to lending opportunities for public small-cap growth companies. · Increased Access to Long-Term, Lower-Cost, Flexible Debt Capital – The Merger and associated effects noted above should enable HRZN to better access a wider array of debt funding solutions, including access to structural efficiencies and potential borrowing cost reductions over time. · Tax-Free Exchange – The Merger is structured as a tax-free reorganization under Section 368(a), allowing MRCC shareholders to exchange their shares without incurring immediate tax consequences. While the Asset Sale will be treated as a taxable transaction, MRCC is not expected to incur any tax liability resulting from realized gains from the transaction. · Advisory Fee Waivers – In connection with and in support of the transaction, only if the Merger is consummated, HTFM has agreed to waive an aggregate amount of $4 million of base management fees and incentive fees over the first four full fiscal quarters following the closing (the “Fee Waiver”). The Fee Waiver will be implemented at a rate of up to $1 million per quarter commencing at the end of the first full fiscal quarter following the closing of the Merger The Fee Waiver for each applicable fiscal quarter will not exceed the total amount of base management and incentive fees earned by HTFM during such fiscal quarter. The Boards of Directors of MRCC, HRZN, and MCIP — each acting on the unanimous recommendation of their respective Special Committees consisting solely of certain independent directors — have unanimously approved either or both the Merger and/or the Asset Sale (respectively, as required by each Board of Directors). In addition, the Board of Directors of MRCC will recommend that shareholders of MRCC vote in favor of the Merger and Asset Sale, and the Board of Directors of HRZN will recommend that shareholders of HRZN vote in favor of the issuance of HRZN common stock in connection with the Merger. The parties expect to close the transactions in the fourth quarter of 2025, subject to customary regulatory approvals, certain approvals by MRCC and HRZN shareholders, and other closing conditions. Each of the Asset Sale and the Merger will be conditioned upon the substantially concurrent consummation of the other. Exchange Ratio Under the terms of the Merger Agreement, in connection with the merger of MRCC into HRZN, MRCC shareholders will receive newly issued shares of HRZN common stock based on the ratio (the “Exchange Ratio”) of the MRCC NAV per share divided by the HRZN NAV per share, each determined shortly before closing. The Exchange Ratio is subject to adjustment only in the event of a reclassification or recapitalization of shares or similar transaction by either MRCC or HRZN. Additional Transaction Details Prior to the closing of the Merger, HRZN and MRCC, subject to determination each quarter by their respective Boards, expect to declare and make regular distributions. Prior to the closing of the Merger, MRCC will declare a distribution to MRCC shareholders equal to any undistributed net investment income estimated to be remaining as of the closing of the Merger. The Merger Agreement and Asset Purchase Agreement require payment of a termination fee if the agreements are terminated under certain circumstances as described therein. HRZN's existing stock repurchase program – which will remain in place following the closing – authorizes open market repurchases of up to 2%, in the aggregate, of the then-outstanding shares of HRZN's common stock, at then-current market prices, at any time HRZN's common stock is trading below 90% of HRZN's then most recently disclosed NAV per share. HRZN will use commercially reasonable efforts to provide that, upon the closing of the Merger, the board of HRZN will consist of two independent members from HRZN's current board, one independent member from MRCC's current board (subject to the approval by HRZN shareholders), and the Chief Executive Officer of HRZN. Transaction Advisors Houlihan Lokey is serving as financial advisor to the Special Committee of MRCC in connection with the transaction. Nelson Mullins Riley & Scarborough LLP is serving as legal counsel to the Special Committee of MRCC. Keefe, Bruyette & Woods, A Stifel Company , is serving as financial advisor to the Special Committee of MCIP in connection with the transaction. Eversheds Sutherland is serving as legal counsel to the Special Committee of MCIP. Oppenheimer & Co. is serving as financial advisor to the Special Committee of HRZN in connection with the transaction. Blank Rome LLP is serving as legal counsel to the Special Committee of HRZN. Dechert LLP is serving as legal counsel to each BDC's investment adviser in connection with the transaction. Conference Call Details MRCC and HRZN will hold a joint conference call to discuss the transaction today - Thursday, August 7, 2025 - at 5:00 PM ET. All interested persons are invited to attend the call and should dial (877) 407-9716 (domestic) or (201 493-6779 (international) approximately 10 minutes prior to the start of the conference call and use the conference ID 13754326. MRCC and HRZN will be utilizing an investor presentation as an accompaniment to the live call, which will be available at: https://ir.horizontechfinance.com About Horizon Technology Finance Corporation Horizon Technology Finance Corporation (NASDAQ: HRZN), externally managed by Horizon Technology Finance Management LLC, an affiliate of Monroe Capital, is a leading specialty finance company that provides capital in the form of secured loans to venture capital and private equity-backed companies and publicly traded companies in the technology, life science, healthcare information and services, and sustainability industries. The investment objective of Horizon is to maximize its investment portfolio's return by generating current income from the debt investments it makes and capital appreciation from the warrants it receives when making such debt investments. Horizon is headquartered in Farmington, Connecticut, with a regional office in Pleasanton, California, and investment professionals located throughout the U.S. Monroe Capital is a premier asset management firm specializing in private credit markets across various strategies, including direct lending, technology finance, venture debt, opportunistic, structured credit, real estate and equity. To learn more, please visit horizontechfinance.com. About Monroe Capital Corporation Monroe Capital Corporation is a publicly-traded specialty finance company that principally invests in senior, unitranche and junior secured debt and, to a lesser extent, unsecured debt and equity investments in middle-market companies. The Company's investment objective is to maximize the total return to its stockholders in the form of current income and capital appreciation. The Company's investment activities are managed by its investment adviser, Monroe Capital BDC Advisors, LLC, which is an investment adviser registered under the Investment Advisers Act of 1940, as amended, and an affiliate of Monroe Capital LLC. To learn more about Monroe Capital Corporation, visit www.monroebdc.com Forward Looking Statements Some of the statements in this press release constitute forward-looking statements because they relate to future events, future performance or financial condition of MRCC, HRZN or MCIP or the proposed sale of assets by MRCC to MCIP and the proposed merger of MRCC with and into HRZN. All statements, other than historical facts, including but not limited to statements regarding the expected timing of the closing of the proposed transactions; the ability of the parties to complete the proposed transactions considering the various closing conditions; the expected benefits of the proposed transactions such as improved operations, enhanced revenues and cash flow, growth potential, market profile and financial strength; the competitive ability and position of the surviving companies following completion of the proposed transactions; and any assumptions underlying any of the foregoing, are forward-looking statements. Forward-looking statements concern future circumstances and results and other statements that are not historical facts and are sometimes identified by the words “may,” “will,” “should,” “potential,” “intend,” “expect,” “endeavor,” “seek,” “anticipate,” “estimate,” “overestimate,” “underestimate,” “believe,” “could,” “project,” “predict,” “continue,” “target” or other similar words or expressions. Forward-looking statements are based upon current plans, estimates and expectations that are subject to risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove to be incorrect, actual events and results may vary materially from those indicated or anticipated by such forward-looking statements. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. Certain factors could cause actual results and conditions to differ materially from those projected, including the uncertainties associated with (i) the timing or likelihood of the proposed transactions closing; (ii) the expected synergies and savings associated with the Transaction; (iii) the ability to realize the anticipated benefits of the proposed transactions, including the expected elimination or reduction of certain expenses and costs due to the proposed transactions; (iv) the possibility that one or more of the various closing conditions to the transactions may not be satisfied or waived on a timely basis or otherwise, including risks that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the proposed transactions, may require conditions, limitations or restrictions in connection with such approvals or that the required approvals by the shareholders of MRCC and/or HRZN may not be obtained; (v) the possibility that competing offers or acquisition proposals will be made; (vi) risks related to diverting management's attention from ongoing business operations; (vii) the risk that shareholder litigation in connection with the proposed transactions may result in significant costs of defense and liability; (viii) changes in the economy, financial markets and political environment, including the impacts of inflation and interest rates; (ix) risks associated with possible disruption in the operations of MRCC, HRZN and MCIP or the economy generally due to terrorism, war or other geopolitical conflict, natural disasters, tariffs or public health crises and epidemics; (x) future changes in laws or regulations (including the interpretation of these laws and regulations by regulatory authorities); (xi) conditions in MRCC's, HRZN's and MCIP's operating areas, particularly with respect to BDCs or regulated investment companies; and (xii) other considerations that may be disclosed from time to time in MRCC's, HRZN's and MCIP's publicly disseminated documents and filings. There is no assurance that the market price of HRZN's shares, either absolutely or relative to net asset value, will increase as a result of any share repurchases, to the extent effectuated, or that any repurchase plan will enhance shareholder value over the long term. MRCC, HRZN and MCIP have based the forward-looking statements included in this press release on information available to them on the date hereof, and they assume no obligation to update any such forward-looking statements. Although MRCC, HRZN and MCIP undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that they may make directly to you or through reports that MRCC, HRZN and MCIP in the future may file with the SEC, including the Joint Proxy Statement and the Registration Statement (each as defined below), annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. Additional Information and Where to Find It In connection with the proposed transactions, HRZN and MRCC plan to file with the SEC and mail to their respective shareholders a joint proxy statement on Schedule 14A (the “Joint Proxy Statement”), and HRZN plans to file with the SEC a registration statement on Form N-14 (the “Registration Statement”) that will include the Joint Proxy Statement and a prospectus of HRZN. The Joint Proxy Statement and the Registration Statement will each contain important information about HRZN, MRCC, the Merger, the Asset Sale and related matters. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. SHAREHOLDERS OF HRZN AND MRCC ARE URGED TO READ THE JOINT PROXY STATEMENT AND REGISTRATION STATEMENT, AND OTHER DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT HRZN, MRCC, THE ASSET SALE, THE MERGER AND RELATED MATTERS. Investors and security holders will be able to obtain the documents filed with the SEC free of charge at the SEC's website, http://www.sec.gov or, for documents filed by HRZN, from HRZN's website at https://ir.horizontechfinance.com/ and, for documents filed by MRCC, from MRCC's website at https://ir.monroebdc.com/ Participants in the Solicitation HRZN, its directors, certain of its executive officers and certain employees and officers of Monroe Capital LLC and its affiliates may be deemed to be participants in the solicitation of proxies from the shareholders of MRCC and HRZN in respect of the proposed transactions. Information about the directors and executive officers of HRZN is set forth in its definitive proxy statement on Schedule 14A for its 2025 Annual Meeting of Stockholders, which was filed with the SEC on April 17, 2025 (as modified by the amendment to the definitive proxy statement on Schedule 14A for its 2025 Annual Meeting of Stockholders filed with the SEC on May 15, 2025, the “HRZN Proxy Statement”), as modified or supplemented by any Form 3 or Form 4 filed with the SEC since the date of the HRZN Proxy Statement. MRCC, its directors, certain of its executive officers and certain employees and officers of Monroe Capital LLC and its affiliates may be deemed to be participants in the solicitation of proxies from the shareholders of MRCC and HRZN in respect of the proposed transactions. Information about the directors and executive officers of MRCC is set forth in its proxy statement for its 2025 Annual Meeting of Stockholders (the “MRCC Proxy Statement”), which was filed with the SEC on April 21, 2025, as modified or supplemented by any Form 3 or Form 4 filed with the SEC since the date of the MRCC Proxy Statement. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the HRZN and MRCC shareholders in respect of the proposed transactions and related shareholder approvals will be contained in the Joint Proxy Statement when such document becomes available. These documents may be obtained free of charge from the sources indicated above. No Offer or Solicitation This press release is not, and under no circumstances is it to be construed as, a prospectus or an advertisement, and the communication of this press release is not, and under no circumstances is it to be construed as, an offer to sell or a solicitation of an offer to purchase any securities in MRCC, HRZN, MCIP or in any fund or other investment vehicle managed by Monroe Capital or any of its affiliates. Contacts Horizon Technology Finance Corporation Investor Relations: Dan Trolio EVP & Chief Financial Officer dtrolio@horizontechfinance.com ICR Garrett Edson ir@horizontechfinance.com Monroe Capital Corporation Investor Relations: Mick Solimene Chief Financial Officer & Chief Investment Officer msolimene@monroecap.com Media Relations: BackBay Communications Daniel Abramson daniel.abramson@backbaycommunications.com Exhibit 99.2 Experience | Security | Consistency Overview of Merger Between Horizon Technology Finance Corporation (HRZN) and Monroe Capital Corporation (MRCC) August 7, 2025 1 Forward - Looking Statements and Disclaimers Unless otherwise stated, all financial information and other data presented in this presentation is as of June 30, 2025. Forward - Looking Statements Some of the statements in this presentation constitute forward - looking statements because they relate to future events, future performance or financial condition of Monroe Capital Corporation (“MRCC”), Horizon Technology Finance Corporation (“HRZN”) or Mo nroe Capital Income Plus Corporation (“MCIP”) or the proposed sale of assets by MRCC to MCIP (the “Asset Sale”) and the proposed m erg er of MRCC with and into HRZN (the “Merger” and, together with the Asset Sale, the “Transactions”). All statements, other than hist ori cal facts, including but not limited to statements regarding the expected timing of the closing of the proposed Transactions; the abilit y o f the parties to complete the proposed Transactions considering the various closing conditions; the expected benefits of the proposed Trans act ions such as improved operations, enhanced revenues and cash flow, growth potential, market profile and financial strength; the competi tiv e ability and position of the surviving companies following completion of the proposed Transactions; and any assumptions underlying any of the foregoing, are forward - looking statements. Forward - looking statements concern future circumstances and results and other stateme nts that are not historical facts and are sometimes identified by the words “may,” “will,” “should,” “potential,” “intend,” “expect,” “en deavor,” “seek,” “anticipate,” “estimate,” “overestimate,” “underestimate,” “believe,” “could,” “project,” “predict,” “continue,” “tar get ” or other similar words or expressions. Forward - looking statements are based upon current plans, estimates and expectations that are subj ect to risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying a ssu mptions prove to be incorrect, actual events and results may vary materially from those indicated or anticipated by such forward - looking statements. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will b e a chieved. Certain factors could cause actual results and conditions to differ materially from those projected, including the uncertaint ies associated with (i) the timing or likelihood of the proposed Transactions closing; (ii) the expected synergies and savings associated wi th the Transactions; (iii) the ability to realize the anticipated benefits of the proposed Transactions, including the expected elim ina tion or reduction of certain expenses and costs due to the proposed Transactions; (iv) the possibility that one or more of the various closing con ditions to the Transactions may not be satisfied or waived on a timely basis or otherwise, including risks that a governmental entity may pr ohi bit, delay or refuse to grant approval for the consummation of the proposed Transactions, may require conditions, limitations or restrictio ns in connection with such approvals or that the required approvals by the shareholders of MRCC and/or HRZN may not be obtained; (v ) t he possibility that competing offers or acquisition proposals will be made; (vi) risks related to diverting management's attenti on from ongoing business operations; (vii) the risk that shareholder litigation in connection with the proposed Transactions may result in si gni ficant costs of defense and liability; (viii) changes in the economy, financial markets and political environment, including the impacts of i nfl ation and interest rates; (ix) risks associated with possible disruption in the operations of MRCC, HRZN and MCIP or the economy genera lly due to terrorism, war or other geopolitical conflict, natural disasters, tariffs or public health crises and epidemics; (x) future c han ges in laws or regulations (including the interpretation of these laws and regulations by regulatory authorities); (xi) conditions in MRCC's , H RZN's and MCIP's operating areas, particularly with respect to business development companies (“BDCs”) or regulated investment companie s; and (xii) other considerations that may be disclosed from time to time in MRCC's, HRZN's and MCIP's publicly disseminated documents and filings. There is no assurance that the market price of HRZN's shares, either absolutely or relative to net asset value, will i ncrease as a result of any share repurchases, to the extent effectuated, or that any repurchase plan will enhance shareholder value over the long te rm. MRCC, HRZN and MCIP have based the forward - looking statements included in this presentation on information available to them on the da te hereof, and they assume no obligation to update any such forward - looking statements. Although MRCC, HRZN and MCIP undertake no obligation to revise or update any forward - looking statements, whether as a result of new information, future events or otherwis e, you are advised to consult any additional disclosures that they may make directly to you or through reports that MRCC, HRZN and MCIP in the future may file with the SEC, including the Joint Proxy Statement and the Registration Statement (each as defined below), annual rep ort s on Form 10 - K, quarterly reports on Form 10 - Q and current reports on Form 8 - K. No Offer to Solicitation This presentation is not, and under no circumstances is it to be construed as, a prospectus or an advertisement, and the comm uni cation of this presentation is not, and under no circumstances is it to be construed as, an offer to sell or a solicitation of an offer to purchase any securities in MRCC, HRZN, MCIP or in any fund or other investment vehicle managed by Monroe Capital LLC or any of its affilia tes . Additional Informational and Where to Find It In connection with the proposed Transactions, HRZN and MRCC plan to file with the SEC and mail to their respective shareholde rs a joint proxy statement on Schedule 14A (the “Joint Proxy Statement”), and HRZN plans to file with the SEC a registration statement o n F orm N - 14 (the “Registration Statement”) that will include the Joint Proxy Statement and a prospectus of HRZN. The Joint Proxy Statemen t a nd the Registration Statement will each contain important information about HRZN, MRCC, the Merger, the Asset Sale and related matte rs. This presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Ac t of 1933, as amended. SHAREHOLDERS OF HRZN AND MRCC ARE URGED TO READ THE JOINT PROXY STATEMENT AND REGISTRATION STATEMENT, AND OTHER DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT HRZN, MRCC, THE ASSET SALE, THE MERGER AND RELATED MATTERS. Investors and security holders will be able to obtain the documents filed with the SEC free of charge at the SEC's website, http://www.sec.gov or, for documents filed by HRZN, from HRZN's website at https://horizontechfinance.com/ and, for documents fi led by MRCC, from MRCC's website at https://ir.monroebdc.com/ Participants in Solicitation HRZN, its directors, certain of its executive officers and certain employees and officers of Monroe Capital LLC and its affil iat es may be deemed to be participants in the solicitation of proxies from the shareholders of MRCC and HRZN in respect of the proposed Tr ans actions. Information about the directors and executive officers of HRZN is set forth in its definitive proxy statement on Schedule 14A fo r its 2025 Annual Meeting of Stockholders, which was filed with the SEC on April 17, 2025 (as modified by the amendment to the definitiv e p roxy statement on Schedule 14A for its 2025 Annual Meeting of Stockholders filed with the SEC on May 15, 2025, the "HRZN Proxy Sta tem ent"), as modified or supplemented by any Form 3 or Form 4 filed with the SEC since the date of the HRZN Proxy Statement. MRCC, its dir ectors, certain of its executive officers and certain employees and officers of Monroe Capital LLC and its affiliates may be deemed t o b e participants in the solicitation of proxies from the shareholders of MRCC and HRZN in respect of the proposed Transactions. Information ab out the directors and executive officers of MRCC is set forth in its proxy statement for its 2025 Annual Meeting of Stockholders (the “M RCC Proxy Statement”), which was filed with the SEC on April 21, 2025, as modified or supplemented by any Form 3 or Form 4 filed with t he SEC since the date of the MRCC Proxy Statement. Information regarding the persons who may, under the rules of the SEC, be considered pa rti cipants in the solicitation of the HRZN and MRCC shareholders in respect of the proposed Transactions will be contained in the Joint Pro xy Statement when such document becomes available. These documents may be obtained free of charge from the sources indicated abo ve. 2 Monroe Capital Drives Strategic BDC Consolidation to Enhance Scale and Unlock Shareholder Value Monroe Capital LLC has announced a proposed merger (the Merger) between Monroe Capital Corporation (MRCC) (NASDAQ: MRCC) and Horizon Technology Finance Corporation (HRZN) (NASDAQ: HRZN) In connection with the Merger, MRCC has agreed to sell substantially all of its assets at fair value, as determined shortly before closing, for cash to Monroe Capital Income Plus Corporation (MCIP), the Monroe Capital platform's privately offered BDC (the Asset Sale and, together with the Merger, the Transactions) The Boards of Directors of MRCC, MCIP, and HRZN, including each of their Special Committees of independent directors, have unanimously approved the Transactions, as applicable, with closing expected to occur in December 2025 The Merger will provide HRZN with approximately $165mm 1 of equity capital which we believe HRZN can invest to provide compelling risk - adjusted returns to shareholders Transactions unlock immediate value for MRCC shareholders through a fair value asset sale and transition into a larger, more scalable BDC platform via the Merger, which is structured as a tax - free exchange with long - term upside 3 1 . For illustrative purposes, calculated based on MRCC's June 30 , 2025 NAV (mid - point of MRCC's estimated preliminary range between $ 8 . 27 per share and $ 8 . 31 per share) less estimated transaction expenses, distribution of all undistributed net investment income to shareholders, and other transaction - related NAV adjustments . Horizon will have the full support and backing of Monroe Capital LLC Anticipated Benefits of Proposed Merger to Shareholders Proprietary, Trade Secret & Confidential For professional & eligible investor use only Monroe Capital Corporation NASDAQ:MRCC Horizon Technology Finance NASDAQ:HRZN MCIP Monroe Capital Income Plus Concurrent Transaction Step 1 Assets at fair value Transaction Structure MRCC Asset Sale to MCIP MRCC & HRZN Merger The Merger will be executed through a concurrent two - step transaction : 1) MRCC will sell its assets at fair value to MCIP • Following the Asset Sale, MRCC's only assets will be the net cash proceeds from the sale after giving effect to repayment of liabilities, certain transaction expenses and the distribution of undistributed net investment income . 2) MRCC (the "cash only" entity*) will merge into HRZN through a NAV - for - NAV share exchange . • HRZN will be the surviving public entity and will continue to be managed by Horizon Technology Finance Management LLC (HTFM) and trade on the NASDAQ under the symbol “HRZN” The Transaction will be conditioned on the concurrent closing of the Asset Sale and Merger, customary closing conditions and regulatory approvals and approval by MRCC and HRZN stockholders Cash* Concurrent Transaction Step 2 *MRCC will be a "cash only" entity after giving effect to the receipt of proceeds from the Asset Sale, repayment of liabiliti es, transaction costs and the distribution of undistributed net investment income 4 Key Transaction Elements Required Approvals Adviser Fee Waiver Support Management & Governance • The combined company's investment adviser, HTFM, has agreed to waive an aggregate amount of $4.0 million of management fees and incentive fees: up to $1.0 million per fiscal quarter for the first four full fiscal quarters following the closing of the Tr ans actions. The fee waiver for each applicable fiscal quarter will not exceed the total amount of the management fees and incentive fees earned b y H TFM during such quarter. • The Boards of Directors and Special Committees of independent directors of MRCC, HRZN, and MCIP have unanimously approved the Transactions, as applicable • The Transactions are subject to the approval by MRCC shareholders . The issuance of HRZN common stock to MRCC in connection with the Merger is subject to approval by HRZN shareholders . • HSR approval and satisfaction of other customary closing conditions . • Horizon Technology Finance Management LLC will serve as the investment adviser of the combined company. • HRZN will use commercially reasonable efforts to provide that, upon the closing of the Merger, the board of HRZN will consist of two independent members from HRZN's current board, one independent member from MRCC's current board (subject to the approval by H RZN shareholders) and the chief executive officer of HRZN. Share Buyback Support • After closing of the Transactions, HRZN's existing stock purchase program will be available for open market repurchases of sh are s of HRZN's common stock, in an aggregate amount of up to 2% of the then - outstanding HRZN shares, at then - current market prices at any time HRZN's common stock is trading below 90% of HRZN's then most recently disclosed NAV per share. Distributions • Prior to the closing of the Merger, HRZN and MRCC expect to declare and make regular course distributions, subject to board a ppr oval. • MRCC will declare a distribution to MRCC shareholders equal to any undistributed income estimated to be remaining as of the clos ing of the Merger, subject to board approval. Expected Timing • Anticipate closing in December 2025 , subject to shareholder approvals and satisfaction or waiver of other closing conditions . 5 Anticipated Benefits of Proposed Merger to Shareholders Proprietary, Trade Secret & Confidential For professional & eligible investor use only Step 1: MRCC Asset Sale: Premium Price, Future Upside +33% Premium Tax - Free Exchange for MRCC Shareholders MRCC Shares HRZN Shares Tax - Free Exchange Tax - free reorganization with no immediate tax consequences for MRCC or HRZN Asset Sale at Significant Premium Realizes full value — 33% above trade price MRCC shareholders realize immediate 33 % NAV premium to current trading price 1 and gain long - term upside through tax - free HRZN share exchange with strategic synergies 1 . As of market close on August 5 , 2025 . 2 . Represents the estimated June 30 , 2025 NAV for MRCC based on the mid - point of $ 8 . 27 - $ 8 . 31 per share guided preliminary range . The Asset Sale will occur at the fair value of assets determined within 48 hours in advance of the closing of the Transactions . This does not include the associated transaction adjustments to NAV, including but not limited to, transaction expenses and the payment to MRCC shareholders of a distribution of all undistributed earnings . 2 6 $6.21 $8.29 8/5/25 Share Price NAV Expected to be neutral to the combined company's core net investment income ("NII") in year one and accretive over time driven by operational savings , portfolio mix optimization , and cost savings from a more efficient capital structure Return Accretion 3 Boosts HRZN's scale, adding ~$165M 1 in equity for a pro forma NAV of ~$446M 2 as of June 30, 2025. The larger platform is expected to generate meaningful cost synergies Access to Lower - Cost Debt Capital Should enable HRZN to better access to a wider array of debt funding solutions, including structural efficiencies and potential borrowing cost reductions over time Enhanced Scale Capital to Support Next Phase of Growth Provides HRZN added capital and buying power to swiftly execute its go - forward strategy Fee Waivers HTFM has agreed to waive up to an aggregate amount of $4 million of base management fees and incentive fees Step 2: HRZN Merger: Increasing Scale and Unlocking Long - Term Value We believe this transaction enhances scale, drives operational synergies and accelerates growth, delivering long - term value for shareholders 1 . For illustrative purposes, calculated based on MRCC's June 30 , 2025 NAV (mid - point of MRCC's estimated preliminary range between $ 8 . 27 per share and $ 8 . 31 per share) less estimated transaction expenses, distribution of all undistributed net investment income to shareholders, and other transaction - related NAV adjustments . 2 . For illustrative purposes, calculated based on HRZN's June 30 , 2025 NAV, less estimated transaction expenses, plus mid - point of MRCC's estimated preliminary June 30 , 2025 NAV range, less estimated transaction expenses, distribution of all undistributed net investment income to shareholders and other transaction - related NAV adjustments . 3 . Based on a comparison of HRZN stand - alone and proforma forecasts . These forecasts include many assumptions, and recent operating performance is not indicative of expected future performance . 7 Well - Positioned to Grow Long - Term Broaden and Enhance Investment Mandate Strengthened Leadership Ramp Deployment Plan Aligned with Shareholders HRZN will maintain its leadership in venture debt with an enhanced focus on lending to public small cap growth companies and partnering with Monroe on select opportunities. Appointments of 35 - year financial veteran Michael Balkin as CEO and Monroe's former Head of Software Underwriting, Paul Seitz, as CIO, bring seasoned leadership and proven execution to HRZN's management team. HRZN will scale its platform through new origination hires and targeted investments via its enhanced strategic alliance with Monroe. Management and incentive fee waivers, along with significant new capital, enhance HRZN's financial flexibility and strategic alignment with Monroe. 8 Anticipated Benefits of Proposed Merger to Shareholders Proprietary, Trade Secret & Confidential For professional & eligible investor use only Reduced Operating Costs $8.4 $5.8 +30% Savings • Estimated annualized G&A expense savings of $2.5 million in the first year, equating to a 30% expense reduction and resulting in a reduction in per share operating expenses for HRZN shareholders on a proforma basis 1 • Expect tangible cost savings immediately realized through reductions across all expense categories o Professional Fees, Admin Fees, and Other G&A • Savings come from reductions of duplicative costs including board compensation, audit & tax preparation fees and certain administrative costs • Potential to reduce borrowing costs over time 1 . Estimated expenses represent annualized normalized G&A expenses based on the 2025 asset levels . Estimated Cost Savings (in millions) 9 Illustrative NAV for NAV Exchange $6.70 HRZN NAV Per Share 1 $7.58 to $7.62 MRCC NAV Per Share 2 Exchange Ratio = MRCC NAV Per Share / HRZN NAV Per Share Applicable Exchange Ratio Formula $7.58 to $7.62 / $6.70 = 1.1313 to 1.1373 shares of HRZN per MRCC share Illustrative Exchange Ratio 1 . For illustrative purposes, calculated as Horizon's June 30 , 2025 NAV per share of $ 6 . 75 less estimated transaction expenses . 2 . For illustrative purposes, calculated as MRCC's June 30 , 2025 NAV (estimated preliminary range between $ 8 . 27 per share and $ 8 . 31 per share) less estimated transaction expenses, distribution of all undistributed earnings to shareholders, and other transaction - related NAV adjustments . 3 . Actual figures to be calculated based on MRCC's and HRZN's respective NAVs determined within 48 hours in advance of the closing of the Transactions . Based on the above Exchange Ratio, MRCC shareholders are expected to own approximately 37% of the combined company immediatel y f ollowing closing. 3 10 Expected Transaction Timeline HRZN & MRCC Potential Merger Timeline Transaction Announced Proxy Approval SEC Filing Shareholder Meeting Deal Closes The Transactions are publicly announced Joint proxy statement/prospectus and registration statement are filed with the SEC SEC approves the proxy and solicitation begins Joint shareholder meeting is held for MRCC and HRZN The Transactions are f inalized and closed 1 August 2025 August 2025 October 2025 December 2025 December 2025 1 . Subject to applicable shareholder approvals and satisfaction or waiver of customary closing conditions . 11 Appendix 12 Monroe Capital is a $ 21.6 billion 3 diversified private credit solutions provider. While protecting client capital against loss is at the heart of the Monroe ethos, it's been our ability to consistently attract high - quality deal flow that has enabled the Firm's nearly two decades of growth. 115+ Total investment professionals 2 $21.6B AUM 3 11 Locations 2 285+ Total employees 2 $50B Invested capital 1 2004 Year founded May 2019 March 2021 Recognized by the industry for excellence in lending and asset management 4 Proud signatory 1 . Monroe investments including all Monroe Capital affiliates across all strategies from inception through March 31 , 2025 . 2 . As of June 30 , 2025 . Office locations and employee headcount, including investment professionals, includes all Monroe Capital affiliates . 3 . AUM as of July 1 , 2025 . 4 . Please refer to the Disclaimer Notice section entitled “Third Party Recognitions and Rankings” (which is integral to the information contained in this slide and are hereby incorporated by reference) for important additional information regarding Monroe award considerations and specific details about the awards on this slide . 2024 2024 2021 2024 2022 2024 Monroe Capital at a Glance • Horizon Technology Finance is a leading venture lending platform that thoughtfully and creatively provides structured debt pr odu cts to life science and technology companies. Horizon's experienced team of investment and operations professionals has been providing debt capital to some of the most exciting companies for de cad es. • In 2023, Horizon was acquired by Monroe Capital, which provides Horizon with access to Monroe's platform, expertise and resou rce s to scale Horizon's sourcing and debt financing capabilities to dynamic, growing companies in the technology, life sciences, healthcare information and services, and sustainability industri es. o Prior to the acquisition, Monroe Capital Corporation (MRCC) and Horizon Technology Finance Corp (HRZN) were held separately by p arent and affiliate. Monroe Capital LLC (Parent Company) Horizon Technology Finance (Affiliate) 13 Third Party Recognitions and Rankings From time to time, Monroe Capital Management Advisors, LLC, Monroe Capital, LLC and their affiliates (collectively, “Monroe Capital”) may be recognized or ranked by independent third - party rating services or publications, summaries of which may be included in this presentation and/or on our website . Such recognitions or rankings are generally based on information prepared or submitted by the recognized advisory firm, and are usually limited only to those advisory firms who choose to participate in such surveys . Monroe Capital's nomination for any award is not indicative of the future performance of any Monroe managed fund . Any third - party recognition or ranking that may be included in this presentation and/or on our website should not be construed as a guarantee that any client or prospective client will experience any specific level of investment performance or receive any specific level of customer service, as a result of such recognition or ranking . Furthermore, any such recognition or ranking should not be construed as an endorsement by any of Monroe Capital's clients . As such, clients and prospective clients should not put undue reliance on any of these statements . 1 . Private Debt Investor – These awards are determined annually through a PDI reader poll and aim to recognize the contributions of industry participants to the development of the private debt asset class . Winners were selected by eligible voters among the private debt, private equity and institutional investor communities . For additional information visit : https : //www . privatedebtinvestor . com . 2 . M&A Atlas Awards - Middle Markets Lender of the Year Awards, in the Americas and U . S . A . – This award is based on the firm's notable transactions, expertise, track record, team leadership and client service . For purposes of this, Mid - Markets Lender is a lender in the middle market to lower market segments qualified per sweet spot range on EBITDA average between $ 5 to $ 100 million . For additional information visit : https : //globalmanetwork . com . 3 . Creditflux - These direct lending awards are calculated based on several criteria including a combination of Net IRR, leverage calculations, and capital deployed . This award is based solely on detailed, data driven metrics . For additional information visit http : //creditflux . com/ . 4 . Inc . Founder - Friendly Investors - Founder - led companies have been partnering with investment firms to help accelerate growth for decades . For additional information visit : https : //www . inc . com/founder - friendly - investors/ . 5 . The M&A Advisor Award Winner - This award is based on the firm's notable transactions, expertise, track record, team leadership and client service . For additional information visit : www . maadvisor . com . 6 . GrowthCapital Advisory - This award is based on private debt firms' partnership approach with companies, breadth of financing solutions, resources and capabilities, demonstrated success, firm evolution over time, organizational culture, and commitment to responsible investing, among other factors, https : //growthcapadvisory . com/the - top - private - debt - firms - of - 2024 / . Disclaimer Notice 14 Monroe Capital (NASDAQ:MRCC) Gráfica de Acción Histórica De Jul 2025 a Ago 2025 Monroe Capital (NASDAQ:MRCC) Gráfica de Acción Histórica De Ago 2024 a Ago 2025
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