UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 1.01. Entry into a Material Definitive Agreement
On August 16, 2024, Oxford Square Capital Corp. (the “Company”) entered into that certain amended and restated equity distribution agreement, dated August 16, 2024 (the “Amended and Restated Equity Distribution Agreement”), by and among the Company, Oxford Square Management, LLC, Oxford Funds, LLC, Lucid Capital Markets, LLC and Ladenburg Thalmann & Co. Inc., as the sales agents. The Amended and Restated Equity Distribution Agreement, among other items, adds Lucid Capital Markets, LLC as an additional sales agent to the Amended and Restated Equity Distribution Agreement.
The offering is being made pursuant to the Company’s effective shelf registration statement on Form N-2 (Registration No. 333-265533) filed with the Securities and Exchange Commission, as supplemented by a prospectus supplement, dated August 22, 2023, and as further supplemented by the prospectus supplement dated August 16, 2024. This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
The description above is only a summary of the material provisions of the Amended and Restated Equity Distribution Agreement and is qualified in its entirety by reference to the full text of the Amended and Restated Equity Distribution Agreement, which is attached hereto as Exhibit 1.1 and is incorporated herein by reference.
On August 16, 2024, Dechert LLP delivered its legality opinion with respect to the shares of the Company’s common stock to be sold pursuant to the Amended and Restated Equity Distribution Agreement, which is attached hereto as Exhibit 5.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| 1.1 | Amended and Restated Equity Distribution Agreement, dated as of August 16, 2024, by and among Oxford Square Capital Corp., Oxford Square Management, LLC, Oxford Funds, LLC, Lucid Capital Markets, LLC and Ladenburg Thalmann & Co. Inc., as sales agents.* | |
| 5.1 | Opinion of Dechert LLP. | |
| 23.1 | Consent of Dechert LLP (contain in the opinion filed as Exhibit 5.1 hereto). | |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document). | |
| * | Exhibits and schedules to this Exhibit have been omitted in accordance with Item 601(b)(2) of Regulation S-K. The registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request. |
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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.
| Date: August 16, 2024 | Oxford Square Capital Corp. | |
| By: | /s/ Saul B. Rosenthal | |
| Saul B. Rosenthal | ||
| President | ||
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