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As filed with the Securities and Exchange Commission
on August 7, 2025
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or 12(g) of the
Securities Exchange Act of 1934
Oxford Square Capital Corp.
(Exact name of registrant as specified in its charter)
| Maryland |
20-0188736 |
| (State of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| |
|
|
8 Sound Shore Drive, Suite 255
Greenwich, CT |
06830 |
| (Address of principal executive offices) |
(Zip Code) |
If this Form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. ☒
If this Form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. ☐
Securities Act registration statement file number to which this form
relates: 333-265533
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class
to be so registered |
Name of each exchange on
which each class is to be registered |
| |
|
| 7.75% Notes due 2030 |
The NASDAQ Stock Market LLC |
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
| Item 1. |
Description of the Registrant's Securities to be Registered. |
This Form 8-A is being filed
in connection with Oxford Square Capital Corp.’s, a Maryland corporation (the “Registrant”), offering
of its 7.75% Notes due 2030 (the “Notes”). The Notes are expected to be listed on the NASDAQ Global Select Market
and to trade thereon within 30 days of the original issue date under the trading symbol “OXSQH”. As of August 7, 2025, the
Registrant had sold and issued $65 million in aggregate principal amount of the Notes.
The description of the Notes
is incorporated herein by reference to (i) the information set forth under the heading “Description of Our Debt Securities”
in the Registrant’s prospectus included in Pre-Effective Amendment No. 1 to its Registration Statement on Form N-2 (Registration
No. 333-265533) as filed with the Securities and Exchange Commission (the “SEC”) on September 20, 2022
under the Securities Act of 1933, as amended (the “Securities Act”), and (ii) the information under the headings
“Specific Terms of the Notes and the Offering” and “Description of the Notes” in the Registrant’s prospectus
supplement dated July 31, 2025, as filed with the SEC on August 1, 2025 pursuant to Rule 424(b)(2) under the Securities Act. The
foregoing prospectus and prospectus supplement are incorporated herein by reference.
Pursuant to the Instructions as to exhibits for
registration statements on Form 8-A, the documents listed below are filed as exhibits to this Registration Statement:
| Number |
|
Exhibit |
| |
|
|
| 3.1 |
|
Articles of Incorporation (Incorporated by reference to the Registrant’s Registration Statement on Form N-2 (File No. 333-109055), filed on September 23, 2003). |
| |
|
|
| 3.2 |
|
Articles of Amendment (Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on December 3, 2007). |
| |
|
|
| 3.3 |
|
Articles of Amendment (Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on March 20, 2018). |
| |
|
|
| 3.4 |
|
Articles of Amendment (Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on March 20, 2018). |
| |
|
|
| 3.5 |
|
Fourth Amended and Restated Bylaws (Incorporated by reference to Registrant’s Annual Report on Form 10-K, filed on March 7, 2022). |
| |
|
|
| 4.1 |
|
Form of Base Indenture (Filed as Exhibit d.4 to the Registrant’s Pre-Effective Amendment No. 2 to its Registration Statement on Form N-2 (File No. 333-183605), as filed on January 11, 2013 with the SEC, and incorporated herein by reference). |
| |
|
| 4.2 |
|
Second Supplemental Indenture relating to the 6.25% Notes due 2026, dated April 3, 2019, by and between the Registrant and U.S. Bank National Association, as trustee (Filed as Exhibit d.6 to the Registrant’s Post-Effective Amendment No. 1 to its Registration Statement on Form N-2 (File No. 333-229337), filed on April 3, 2019 with the SEC, and incorporated herein by reference). |
| |
|
|
| 4.3 |
|
Form of Global Note with respect to the 6.25% Notes due 2026 (Incorporated by reference to Exhibit 4.2 hereto, and Exhibit A therein). |
| |
|
|
| 4.4 |
|
Third Supplemental Indenture relating to the 5.50% Notes due 2028, dated May 20, 2021, by and between the Registrant and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed May 20, 2021). |
| |
|
| 4.5 |
|
Form of Global Note with respect to the 5.50% Note due 2028 (Incorporated by reference to Exhibit 4.4 hereto, and Exhibit A therein). |
| |
|
|
| 4.6 |
|
Fourth Supplemental Indenture relating to the 7.75% Notes due 2030, dated August 7, 2025, by and between the Registrant and U.S. Bank Trust Company, National Association, as trustee (Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed August 7, 2025). |
| |
|
|
| 4.7 |
|
Form of Global Note with respect to the 7.75% Note due 2030 (Incorporated by reference to Exhibit 4.6 hereto, and Exhibit A therein). |
SIGNATURE
Pursuant to the requirements
of Section 12 of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereto duly authorized.
Date: August 7, 2025
| |
Oxford Square Capital Corp. |
| |
|
|
| |
By: |
/s/ Jonathan H. Cohen |
| |
|
Name: Jonathan H. Cohen |
| |
|
Title: Chief Executive Officer |
EXHIBIT INDEX
| Number |
|
Exhibit |
| |
|
|
| 3.1 |
|
Articles of Incorporation (Incorporated by reference to the Registrant’s Registration Statement on Form N-2 (File No. 333-109055), filed on September 23, 2003). |
| |
|
|
| 3.2 |
|
Articles of Amendment (Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on December 3, 2007). |
| |
|
|
| 3.3 |
|
Articles of Amendment (Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on March 20, 2018). |
| |
|
|
| 3.4 |
|
Articles of Amendment (Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on March 20, 2018). |
| |
|
|
| 3.5 |
|
Fourth Amended and Restated Bylaws (Incorporated by reference to Registrant’s Annual Report on Form 10-K, filed on March 7, 2022). |
| |
|
|
| 4.1 |
|
Form of Base Indenture (Filed as Exhibit d.4 to the Registrant’s Pre-Effective Amendment No. 2 to its Registration Statement on Form N-2 (File No. 333-183605), as filed on January 11, 2013 with the SEC, and incorporated herein by reference). |
| |
|
| 4.2 |
|
Second Supplemental Indenture relating to the 6.25% Notes due 2026, dated April 3, 2019, by and between the Registrant and U.S. Bank National Association, as trustee (Filed as Exhibit d.6 to the Registrant’s Post-Effective Amendment No. 1 to its Registration Statement on Form N-2 (File No. 333-229337), filed on April 3, 2019 with the SEC, and incorporated herein by reference). |
| |
|
|
| 4.3 |
|
Form of Global Note with respect to the 6.25% Notes due 2026 (Incorporated by reference to Exhibit 4.2 hereto, and Exhibit A therein). |
| |
|
|
| 4.4 |
|
Third Supplemental Indenture relating to the 5.50% Notes due 2028, dated May 20, 2021, by and between the Registrant and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed May 20, 2021). |
| |
|
| 4.5 |
|
Form of Global Note with respect to the 5.50% Note due 2028 (Incorporated by reference to Exhibit 4.4 hereto, and Exhibit A therein). |
| |
|
|
| 4.6 |
|
Fourth Supplemental Indenture relating to the 7.75% Notes due 2030, dated August 7, 2025, by and between the Registrant and U.S. Bank Trust Company, National Association, as trustee (Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed August 7, 2025). |
| |
|
|
| 4.7 |
|
Form of Global Note with respect to the 7.75% Note due 2030 (Incorporated by reference to Exhibit 4.6 hereto, and Exhibit A therein). |