Oxford Square Capital Corp美股招股说明书(2026-05-05版)

Oxford Square Capital Corp. $150,000,000 Common Stock_____________________ We operate as a closed-end management investment company and have elected to be regulated as abusiness development company, or “BDC,” under the Investment Company Actof1940, as amended, or the“1940 Act.” Our investment objective is to maximize our portfolio’s total return. Our primary focus is to seek anattractive risk-adjusted total return by investing primarily in corporate debt securities and, to a lesser extent,collateralized loan obligation, or “CLO,” structured finance investments that own corporate debt securities.CLO investments may also include warehouse facilities, which are financing structures intended to aggregateloans that may be used to form the basis of a traditional CLO vehicle. We may also invest in publicly tradeddebt and/or equity securities.The portfolio companies in which we invest, however, will generally beconsidered below investment grade, and their debt securities may in turn be referred to as “junk.” Aportion of our investment portfolio may consist of debt investments for which issuers are not required tomake significant principal payments until the maturity of the senior loans, which could result in asubstantial loss to us if such issuers are unable to refinance or repay their debt at maturity. In addition,many of the debt securities we hold typically contain interest reset provisions that may make it moredifficult for a borrower to repay the loan in a rising interest rate environment, heightening the risk thatwe may lose all or part of our investment. The CLO vehicles in which we invest are formed by raisingvarious classes or “tranches” of debt (with the most senior tranches being rated “AAA” to the mostjunior tranches typically being rated “BB” or “B”) and equity. The tranches of CLO vehicles rated “BB”or “B” may be referred to as “junk.” The equity of a CLO vehicle, which is the most common tranche ofa CLO vehicle in which we invest, is generally required to absorb the CLO’s losses before any of theCLO’s other tranches and it also has the lowest level of payment priority among the CLO’s tranches;therefore, the equity is typically the riskiest of CLO investments. We have entered into an Amended and Restated Equity Distribution Agreement, dated August16, 2024, asamended by Amendment No. 1 on May5, 2026 (collectively, the “Amended Equity Distribution Agreement”),with Lucid Capital Markets, LLC and Ladenburg Thalmann& Co. Inc. (the “Distribution Agents”) relating tothe shares of common stock offered by this prospectus supplement and the accompanying base prospectus datedApril29, 2026 (collectively, the “Prospectus”). The Amended Equity Distribution Agreement provides that we may offer and sell shares of our commonstock having an aggregate offering price of up to $150,000,000 from time to time through our DistributionAgents. From August1, 2019 to April30, 2026, we sold a total of 37,794,797 shares of common stock pursuantto the “at-the-market” offering. The total amount of capital raised as a result of these sales of common stock wasapproximately $96.0million and net proceeds were approximately $94.1million, after deducting the salesagents’ commissions and offering expenses. Sales of our common stock, if any, under this Prospectus may bemade in negotiated transactions or transactions that are deemed to be “at the market,” as defined in Rule415under the Securities Actof1933, as amended (the “Securities Act”), including sales made directly on theNASDAQ Global Select Market or similar securities exchange or sales made to or through a market makerother than on an exchange, at prices related to the prevailing market prices or at negotiated prices. Table of Contents The Distribution Agents will receive a commission from us equal to the lesser of (i)2.0% of the grosssales price per share from such sale and (ii)the difference between the gross sale price per share from such saleand our most recently determined net asset value per share, with respect to any shares of our common stock soldthrough the Distribution Agents under the Amended Equity Distribution Agreement. The Distribution Agentsare not required to sell any specific number or dollar amount of common stock, but will use their commerciallyreasonable efforts consistent with their sales and trading practices to sell the shares of our common stockoffered by this Prospectus, under the terms and subject to the conditions set forth in the Amended EquityDistribution Agreement. See “Plan of Distribution” beginning on page S-12 of this prospectus supplement. Thesalesprice per share of our common stock offered by this Prospectus,less the Distribution Agents’commissions, will not be less than the net asset value per share of our common stock at the time of such sale. Our common stock is traded on the NASDAQ Global Select Market under the symbol “OXSQ.” OnApril30, 2026, the last reported sales price on the NASDAQ Global Select Market for our common stock was$1.9