Item 1.01. Entry into a Material Definitive Agreement





Offering of Common Stock

On December 5, 2019, WhiteHorse Finance, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") among the Company, Raymond James & Associates, Inc., as representative to the several underwriters named on Schedule A thereto (the "Underwriters"), H.I.G. WhiteHorse Advisers, LLC, H.I.G. WhiteHorse Administration, LLC and the selling stockholders named on Schedule B thereto (the "Selling Stockholders") pursuant to which the Selling Stockholders agreed to sell to the Underwriters an aggregate of 2,250,000 shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), in a registered public offering (the "Offering") pursuant to the Company's shelf registration statement on Form N-2 (File No. 333-231247). For a complete description of the terms and conditions of the Underwriting Agreement, please refer to the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 hereto and is incorporated herein by reference.

On December 9, 2019, the Company closed the Offering. The Company did not receive any proceeds from the sale of shares of its Common Stock by the Selling Stockholders in the Offering.

Item 9.01. Financial Statements and Exhibits





(d) Exhibits



Exhibit
  No.                                   Description

  1.1       Underwriting Agreement, dated December 5, 2019, among WhiteHorse
          Finance, Inc., Raymond James & Associates, Inc., as representative to
          the several underwriters named on Schedule A thereto, H.I.G. WhiteHorse
          Advisers, LLC, H.I.G. WhiteHorse Administration, LLC, and the selling
          stockholders named on Schedule B thereto.
  5.1       Opinion of Dechert LLP relating to the Company's Common Stock
          (including the consent required with respect thereto).
 23.1       Consent of Dechert LLP (included in Exhibit 5.1).

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