Item 1.01. Entry into a Material Definitive Agreement





Offering of Common Stock


On October 21, 2021, WhiteHorse Finance, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement"), by and among the Company, H.I.G. WhiteHorse Advisers, LLC, H.I.G. WhiteHorse Administration, LLC and Raymond James & Associates, Inc., as representative of the several underwriters named on Schedule A thereto (collectively, the "Underwriters"), pursuant to which the Company agreed to sell to the Underwriters an aggregate of 1,900,000 of the Company's common stock, par value $0.001 per share (the "Shares"), in a registered public offering (the "Offering"). In addition, in connection with the Offering, the Company has granted the Underwriters a 30-day option to purchase up to an additional 285,000 Shares to cover overallotments, if any. The Offering closed on October 25, 2021.

The Offering was made pursuant to the Company's effective shelf registration statement on Form N-2 (File No. 333-231247), as supplemented by a preliminary prospectus supplement, dated October 20, 2021, and a final prospectus supplement, dated October 21, 2021, each previously filed with the Securities and Exchange Commission.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, filed as Exhibit 1.1 to this Current Report on Form 8-K and and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits





(d) Exhibits



Exhibit No.                                 Description

    1.1         Underwriting Agreement, dated October 21, 2021, among WhiteHorse
              Finance, Inc., H.I.G. WhiteHorse Advisers, LLC, H.I.G. WhiteHorse
              Administration, LLC and Raymond James & Associates, Inc., as
              representative of the several underwriters named on Schedule A
              thereto.
    5.1         Opinion of Dechert LLP.
   23.1         Consent of Dechert LLP (included in Exhibit 5.1).

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