UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On May 24, 2023, Oxford Square Capital Corp. (NYSE: OXSQ) (the “Company”) entered into a dealer manager agreement (the “Dealer Manager Agreement”) by and among the Company, Oxford Square Management, LLC, Oxford Funds, LLC and Ladenburg Thalmann & Co. Inc. in connection with the issuance by the Company to the holders of record (the “Stockholders of Record”) at the close of business on May 23, 2023 (the “Record Date”) transferable rights (each a “Right” and, collectively, the “Rights”) entitling such Stockholders of Record to subscribe for up to 16,633,723 shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company (the “Offering”). The Stockholders of Record will receive one Right for every three outstanding shares of Common Stock owned on the Record Date (1 for 3). The Rights entitle the holders to purchase one new Common Stock for each Right held. Rights holders who fully exercise their Rights will be entitled to subscribe, subject to certain limitations and subject to allotment, for additional Common Stock covered by any unexercised Rights. The Company will not issue any fractional Rights.
The Offering is being made pursuant a prospectus supplement, dated May 24, 2023 (the “Prospectus Supplement”), and the accompanying prospectus, dated September 26, 2022, each of which constitute part of the Company’s effective shelf registration statement on Form N-2 (File No. 333-265533) previously filed with the Securities and Exchange Commission.
The foregoing description of the Dealer Manager Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Dealer Manager Agreement filed with this report as Exhibit 1.1 and incorporated herein by reference.
In connection with the Offering, the Company entered into a Subscription Agent Agreement, dated May 24, 2023, with Computershare Trust, N.A. and Computershare Inc. (“Subscription Agent Agreement”), and an Information Agent Agreement, dated May 5, 2023, with Alliance Advisors, LLC (“Information Agent Agreement”) to provide services with respect to the Offering.
The foregoing description is only a summary of the Subscription Agent Agreement and Information Agent Agreement and is qualified in its entirety by reference to the text of the Subscription Agent Agreement filed with this report as Exhibit 99.1 and incorporated herein by reference and Information Agent Agreement filed with this report as Exhibit 99.2 and incorporated herein by reference.
Item 8.01. Other Events
On May 24, 2023, the Company commenced the Offering pursuant to the Prospectus Supplement. A copy of the opinion of Dechert LLP relating to the legality of the Offering is filed as Exhibit 5.1 to this report.
The Company incorporates by reference the exhibits filed herewith into the Prospectus Supplement.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| * | Filed herewith. |
| † | Certain portions of this exhibit have been omitted in accordance with Item 601(b)(10)(iv) of Regulation S-K. |
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SIGNATURE
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.
| Oxford Square Capital Corp. | ||
| Date: May 30, 2023 | By: | /s/ Saul B. Rosenthal |
| Name: | Saul B. Rosenthal | |
| Title: | President | |
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