Business Context and Reporting Period
This Form 8-K was filed by WhiteHorse Finance, Inc. on January 25, 2024, reporting events occurring on January 24, 2024. The filing addresses a corporate governance issue stemming from the death of independent director Kevin F. Burke on January 13, 2024.
Key Financial Metrics
This filing does not contain financial performance data. There are no reported figures for revenue, profit, cash flow, margins, debt, or liquidity in this document.
Material Changes
- Board Composition: The Board of Directors now consists of six members, three of whom are independent directors.
- Listing Compliance: The Company received a notice from Nasdaq stating it no longer complies with Listing Rule 5605, which requires a majority of independent directors.
Outlook, Risks, and Management Commentary
Management Action: The Company is actively engaged in efforts to regain compliance with the majority independent board requirement.
Cure Period: Nasdaq has granted a cure period until the earlier of the Company's next annual shareholders' meeting or January 16, 2025. If the next annual meeting is held before July 15, 2024, compliance must be evidenced by July 15, 2024.
Risk: Failure to regain compliance within the cure period could result in delisting from the Nasdaq Global Select Market.
Key Facts for Investor Verification
- Verify the timeline for the Company's next annual shareholders' meeting to determine the exact deadline for regaining Nasdaq compliance.
- Monitor subsequent filings for the appointment of a new independent director to restore the majority independent board status.
- Confirm that the Company's securities (Common Stock WHF and 7.875% Notes WHFCL) remain listed on Nasdaq during the cure period.