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Item 1.02.
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Termination of a Material Definitive Agreement.
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In connection with the closing of the Asset Sale, and immediately prior to the completion of the Initial Merger, the Company repaid in full all outstanding amounts due in connection with, and terminated all commitments under, that certain Second Amended and Restated Senior Secured Revolving Credit Agreement, dated March 1, 2019, as amended, by and among the Company, as borrower, the lenders party thereto, and ING Capital LLC, as administrative agent (the "ING Facility").
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In connection with the closing of the Mergers, the Company also terminated the following material agreements:
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the Second Amended and Restated Investment Advisory and Management Agreement, dated March 31, 2025, by and between the Company and Monroe Advisor; and
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the Administration Agreement, dated October 22, 2012, by and between the Company and Monroe Capital Management Advisors, LLC.
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Item 2.01.
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Completion of Acquisition or Disposition of Assets.
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The information set forth in the Introductory Note above is incorporated by reference into this Item 2.01.
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Item 3.01.
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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In connection with the closing of the transactions contemplated by the Merger Agreement, on April 14, 2026, the Company notified The Nasdaq Global Select Market LLC ("Nasdaq") of the consummation of the Mergers and requested that Nasdaq file with the Securities and Exchange Commission (the "SEC") a Form 25 Notification of Removal from Listing and/or Registration on April 14, 2026, to effect the delisting of MRCC Common Stock from Nasdaq and the deregistration of MRCC Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Company intends to file with the SEC a certification on Form 15 under the Exchange Act requesting the deregistration of MRCC Common Stock under Section 12(g) of the Exchange Act and the suspension of the Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act.
The information set forth in the Introductory Note above is incorporated by reference into this Item 3.01.
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Item 3.03.
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Material Modification to Rights of Security Holders.
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The information set forth in the Introductory Note above is incorporated by reference into this Item 3.03.
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Item 5.01.
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Changes in Control of Registrant.
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As a result of the Initial Merger, a change in control of the Company occurred and the Company became a wholly owned subsidiary of HRZN. The information set forth in the Introductory Note above is incorporated by reference into this Item 5.01.
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Pursuant to the Merger Agreement, as of the Effective Time, (i) each of the named officers and directors of the Company ceased to be officers and directors of the Company as of the Effective Time (and not because of any disagreement with the Company on any matter relating to the Company's operations, policies or practices) and (ii) the director and officers of Merger Sub as of immediately prior to the Effective Time became the director and officers of the Company.
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Item 5.03.
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Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.
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Pursuant to the terms of the Merger Agreement, at the Effective Time, the articles of incorporation of the Company were amended and restated and the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, became the bylaws of the Company (as the surviving corporation in the Initial Merger). The articles of incorporation and bylaws of the Company (as the surviving corporation in the Initial Merger), each as in effect immediately following the Effective Time, are attached hereto as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference.
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