0001552198false0001552198whfcl:SevenPointEightSevenFivePercentNotesDueTwentyTwentyEightMember2024-01-242024-01-240001552198us-gaap:CommonStockMember2024-01-242024-01-2400015521982024-01-242024-01-24

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

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Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): January 24, 2024

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WhiteHorse Finance, Inc.

(Exact name of registrant as specified in its charter)

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Delaware

 

814-00967

 

45-4247759

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification Number)

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1450 Brickell Avenue, 31st Floor
Miami, Florida

 

33131

(Address of principal executive offices)

 

(Zip Code)

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(305) 381-6999

(Registrant’s telephone number, including area code)

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Not Applicable

(Former Name or Former Address, if changed since last report)

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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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☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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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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☐

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:

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Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which
Registered

Common Stock, par value $0.001 per share

WHF

The Nasdaq Stock Market LLC
(Nasdaq Global Select Market)

7.875% Notes due 2028

WHFCL

The Nasdaq Stock Market LLC
(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).

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Emerging growth company  ☐

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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.  ☐

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Item 3.01 Notice of Failure to Satisfy a Continued Listing Rule or Standard.

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WhiteHorse Finance, Inc. (the “Company”) is deeply saddened to announce that director Kevin F. Burke passed away on January 13, 2024 at the age of 69. Mr. Burke had been an independent director on the Board of Directors of the Company (the “Board”) since 2017 and served on the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee of the Board.

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Since Mr. Burke’s death, the Board has six members, of whom three are independent directors, as that term is defined under the listing rules (the “Listing Rules”) of the Nasdaq Stock Market LLC (“Nasdaq”). On January 24, 2024, the Company received a notice (the “Notice”) from the Listing Qualifications Department of Nasdaq notifying the Company that, as a result of the death of Mr. Burke, the Company no longer complies with Nasdaq’s independent director requirement as set forth in Listing Rule 5605, which requires Nasdaq-listed companies to have a board of directors comprised of a majority of independent directors.

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Consistent with Listing Rule 5605(b)(1)(A), the Notice provides that Nasdaq will provide the Company a cure period in order to regain compliance as follows (the “Cure Period”): until the earlier of the Company’s next annual shareholders’ meeting or January 16, 2025; or if the next annual shareholders’ meeting is held before July 15, 2024, then the Company must evidence compliance no later than July 15, 2024. The Company is engaged in efforts to regain compliance with the majority independent board requirement set forth in Listing Rule 5605 and plans to regain compliance within the Cure Period provided by Nasdaq.

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SIGNATURE

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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.

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Dated: January 25, 2024

WHITEHORSE FINANCE, INC.

 

 

 

 

By:

/s/ Joyson C. Thomas

 

 

Joyson C. Thomas

 

 

Chief Financial Officer

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v3.23.4
Document and Entity Information
Jan. 24, 2024
Document Information [Line Items]  
Document Type 8-K
Document Period End Date Jan. 24, 2024
Entity Registrant Name WhiteHorse Finance, Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 814-00967
Entity Tax Identification Number 45-4247759
Entity Address, Address Line One 1450 Brickell Avenue
Entity Address, Adress Line Two 31st Floor
Entity Address, City or Town Miami
Entity Address State Or Province FL
Entity Address, Postal Zip Code 33131
City Area Code 305
Local Phone Number 381-6999
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0001552198
Amendment Flag false
Common Stock [Member]  
Document Information [Line Items]  
Title of 12(b) Security Common Stock, par value $0.001 per share
Trading Symbol WHF
Security Exchange Name NASDAQ
7.875% Notes Due 2028 [Member]  
Document Information [Line Items]  
Title of 12(b) Security 7.875% Notes due 2028
Trading Symbol WHFCL
Security Exchange Name NASDAQ
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