Current Report Filing (8-k)
August 09 2021 - 8:12AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 9, 2021 (August 4, 2021)
WhiteHorse Finance, Inc.
(Exact name of registrant as specified in its
charter)
Delaware
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814-00967
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45-4247759
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification Number)
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1450 Brickell Avenue, 31st Floor
Miami, Florida
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33131
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(Address of principal executive offices)
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(Zip Code)
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(305) 381-6999
(Registrant’s telephone number, including
area code)
Not Applicable
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on Which
Registered
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Common Stock, par value $0.001 per share
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WHF
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The Nasdaq Stock Market LLC
(Nasdaq Global Select Market)
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6.50% Notes due 2025
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WHFBZ
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The Nasdaq Stock Market LLC
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(Nasdaq Global Select Market)
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§ 240.12b-2 of this chapter).
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 2.02.
Results of Operations and Financial Condition.
On
August 9, 2021, WhiteHorse Finance, Inc. (the “Company”) issued a press release announcing a quarterly distribution
and its financial results for the quarter ended June 30, 2021. A copy of the press release is furnished as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
The information in Item 2.02 of this Current Report
on Form 8-K, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed “filed” for any purpose
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of such Section. The information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, shall not
be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”),
or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 5.07. Submission of Matters to a Vote
of Security Holders.
On
August 4, 2021, the Company held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting,
the Company’s stockholders approved two proposals. The issued and outstanding shares of stock of the Company entitled to vote at
the Annual Meeting consisted of 20,598,344 shares of common stock outstanding on the record date, June 7, 2021. The final voting results
from the Annual Meeting were as follows:
Proposal
1. To elect two Class III directors of the Company who will each serve until the 2024 annual meeting of stockholders or until his
successor is duly elected and qualifies.
Name
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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John Bolduc
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6,571,404
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589,155
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220,538
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5,461,600
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Rick D. Puckett
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6,183,931
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976,409
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220,757
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5,461,600
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Proposal
2. To ratify the selection of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending
December 31, 2021.
Votes For
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Votes Against
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Abstentions
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12,637,977
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139,048
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65,672
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Item 7.01.
Regulation FD Disclosure.
A copy of an earnings presentation that is intended
to be used by representatives of the Company is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein
by reference.
The information in Item 7.01 of this Current Report
on Form 8-K, including Exhibit 99.2 furnished herewith, is being furnished and shall not be deemed “filed” for any purpose
of Section 18 of the Exchange Act, or otherwise subject to the liabilities of such Section. The information in Item 7.01 of this Current
Report on Form 8-K, including Exhibit 99.2 furnished herewith, shall not be deemed to be incorporated by reference into any filing under
the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Forward-Looking Statements
This Current Report on Form 8-K may contain “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements other than statements of historical
facts included in this Current Report on Form 8-K may constitute forward-looking statements and are not guarantees of future performance
or results and involve a number of risks and uncertainties. Actual results may differ materially from those in the forward-looking statements
as a result of a number of factors, including those described from time to time in filings with the Securities and Exchange Commission.
The Company undertakes no duty to update any forward-looking statement made herein. All forward-looking statements speak only as of the
date of this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: August 9, 2021
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WHITEHORSE FINANCE, INC.
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By:
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/s/ Joyson C. Thomas
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Joyson C. Thomas
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Chief Financial Officer
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