Correspondence 0001437749-23-013191 from Horizon Technology Finance Corp (HRZN, HTFB, HTFC) (CIK 0001487428) (HRZN)
Horizon Technology Finance Corp (HRZN, HTFB, HTFC) (CIK 0001487428)
Date: May 9, 2023 · CIK: 0001487428 · Accession: 0001437749-23-013191
AI Filing Summary & Sentiment
File numbers found in text: 814-00802
Letter
VIA EDGAR United States Securities and Exchange Commission Division of Investment Management Horizon Technology Finance Corporation The Amendment to the Definitive Proxy Statement filed on PRER14A Filed May 3, 2023 File Number: 814-00802
Dear Mr. Be:
On behalf of Horizon Technology Finance Corporation (the “Company”), we hereby respond to the comments of the staff (the “Staff”) of the Securities and Exchange Commission received from Ray Be of the Staff on May 8, 2023 relating to the Amendment (“Amendment”) to the Company’s Definitive Proxy Statement (the “Definitive Proxy Statement”) filed on PRER14A. The Company has today filed its Definitive Additional Proxy Solicitation Materials filed on DEFR14A (the “Definitive Additional Proxy Solicitation Materials”). For your convenience, a transcription of the Staff’s comment is included in this letter, and the comment is followed by the applicable response. Except as provided in this letter, terms used but not defined herein shall have the meaning set forth in the Definitive Proxy Statement.
1.
Please revise the Explanatory Note to clarify that (1) existing proxies will not be voted on Proposal 3 or Proposal 4 because no authority is granted pursuant to the existing proxies, (2) unless the existing proxy is revoked and a new proxy is granted, the effect of the inaction will have the same effect as a withhold vote, and (3) the election of directors requires a plurality of the votes cast at the meeting, thus withhold votes have no effect on Proposal 3 and Proposal 4.
Response: The disclosure has been revised accordingly.
* * * * * * * * * *
If you have any questions, please feel free to contact the undersigned by telephone at 617.728.7120 (or by email at thomas.friedmann@dechert.com) or Thomas J. Cheeseman at 617.728.7162 (or by email at thomas.cheeseman@dechert.com). Thank you for your cooperation and attention to this matter.
Ray Be May 9, 2023
Page 2
Very truly yours,
/s/ Thomas J. Friedmann
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CORRESP 1 filename1.htm hrzn20230509_corresp.htm One International Place, 40th Floor 100 Oliver Street Boston, MA 02110-2605 +1 617 728 7100 Main +1 617 426 6567 Fax www.dechert.com THOMAS J. FRIEDMANN thomas.friedmann@dechert.com +1 617 728 7120 Direct +1 617 426 6567 Fax May 9, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, DC 20549 Attn: Ray Be Re: Horizon Technology Finance Corporation The Amendment to the Definitive Proxy Statement filed on PRER14A Filed May 3, 2023 File Number: 814-00802 Dear Mr. Be: On behalf of Horizon Technology Finance Corporation (the “Company”), we hereby respond to the comments of the staff (the “Staff”) of the Securities and Exchange Commission received from Ray Be of the Staff on May 8, 2023 relating to the Amendment (“Amendment”) to the Company’s Definitive Proxy Statement (the “Definitive Proxy Statement”) filed on PRER14A. The Company has today filed its Definitive Additional Proxy Solicitation Materials filed on DEFR14A (the “Definitive Additional Proxy Solicitation Materials”). For your convenience, a transcription of the Staff’s comment is included in this letter, and the comment is followed by the applicable response. Except as provided in this letter, terms used but not defined herein shall have the meaning set forth in the Definitive Proxy Statement. 1. Please revise the Explanatory Note to clarify that (1) existing proxies will not be voted on Proposal 3 or Proposal 4 because no authority is granted pursuant to the existing proxies, (2) unless the existing proxy is revoked and a new proxy is granted, the effect of the inaction will have the same effect as a withhold vote, and (3) the election of directors requires a plurality of the votes cast at the meeting, thus withhold votes have no effect on Proposal 3 and Proposal 4. Response: The disclosure has been revised accordingly. * * * * * * * * * * If you have any questions, please feel free to contact the undersigned by telephone at 617.728.7120 (or by email at thomas.friedmann@dechert.com) or Thomas J. Cheeseman at 617.728.7162 (or by email at thomas.cheeseman@dechert.com). Thank you for your cooperation and attention to this matter. Ray Be May 9, 2023 Page 2 Very truly yours, /s/ Thomas J. Friedmann Thomas J. Friedmann cc: Robert Pomeroy, Horizon Technology Finance Corporation John C. Bombara, Horizon Technology Finance Corporation Ken Young, Dechert LLP Thomas J. Cheeseman, Dechert LLP