[8-K] Oxford Square Capital Corp. 6.25% Notes due 2026 Reports Material Event

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 31 2025

Oxford Square Capital Corp.

(Exact name of registrant as specified in its charter)

Maryland		814-00638		20-0188736
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

8 Sound Shore Drive, Suite 255 Greenwich CT		06830
(Address of principal executive offices)		(Zip Code)

(203) 983-5275

(Registrant’s telephone number, including area code)

n/a

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		OXSQ		NASDAQ Global Select Market LLC
6.25% Notes due 2026		OXSQZ		NASDAQ Global Select Market LLC
5.50% Notes due 2028		OXSQG		NASDAQ Global Select Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On July 31, 2025, Oxford Square Capital Corp. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) between the Company and Lucid Capital Markets, LLC, as representative of the several underwriters, in connection with the issuance and sale of $65.0 million aggregate principal amount of the Company’s 7.75% Notes due 2030 (the “Offering”), subject to the potential exercise of the underwriters’ option to purchase up to an additional $9.75 million total aggregate principal amount of notes. The closing of the Offering is expected to occur on August 7, 2025, subject to customary closing conditions.

The Offering was made pursuant to the Company’s effective shelf registration statement on Form N-2 (File No. 333-265533) previously filed with the Securities and Exchange Commission, as supplemented by a preliminary prospectus supplement dated July 31, 2025 and a final prospectus supplement dated July 31, 2025. 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 Underwriting Agreement and is qualified in its entirety by reference to a copy of the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

EXHIBIT NUMBER		DESCRIPTION
1.1		Underwriting Agreement, dated July 31, 2025, between the Company and Lucid Capital Markets, LLC, as representative of the underwriters named in Schedule I thereto.
104		Cover Page Interactive Data File (embedded within the inline XBRL document).

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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: August 1, 2025
	By:	/s/ Saul B. Rosenthal
		Name:	Saul B. Rosenthal
		Title:	President

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