Prospectus Filed Pursuant to Rule 424(b)(3) (424b3)
September 09 2020 - 8:01AM
Edgar (US Regulatory)
Filed pursuant to Rule 424(b)(3)
File No. 333-236574
PROSPECTUS SUPPLEMENT
(To Prospectus dated June 1, 2020,
Prospectus Supplement dated June 4, 2020,
and Prospectus Supplement dated August 7, 2020)
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September 9, 2020
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Oxford Lane Capital Corp.
$500,000,000
Common Stock
This prospectus supplement
supplements the prospectus supplement, dated June 4, 2020 (the “First Prospectus Supplement”), the prospectus supplement,
dated August 7, 2020 (the “Second Prospectus Supplement”), and the accompanying prospectus thereto, dated June 1, 2020
(the “Base Prospectus,” together with the First Prospectus Supplement, the Second Prospectus Supplement, and this prospectus
supplement, the “Prospectus”), which relate to the sale of shares of common stock of Oxford Lane Capital Corp. in an
“at-the-market” offering pursuant to an equity distribution agreement, dated June 4, 2020, with Ladenburg Thalmann
& Co. Inc. Oxford Lane Capital Corp.’s (the “Company”) investment adviser, Oxford Lane Management, LLC (the
“Adviser”), has agreed to pay to Ladenburg Thalmann & Co. Inc., if necessary, a supplemental payment per share
that will reflect the difference between the public offering price per share and the net proceeds per share received by the Company
in this offering such that the net proceeds per share received by the Company (before expenses) are not below the Company’s
then current net asset value per share.
You should carefully
read the entire Prospectus before investing in our common stock. You should also review the information set forth under the
“Risk Factors” section beginning on page 22 of the Base Prospectus, as well as in our subsequent filings with the Securities
and Exchange Commission that are incorporated by reference into the Prospectus, before investing.
The terms “Oxford
Lane,” the “Company,” “we,” “us” and “our” generally refer to Oxford Lane
Capital Corp.
PRIOR SALES PURSUANT TO THE “AT
THE MARKET” OFFERING
From
June 4, 2020 to September 8, 2020, we sold a total of 7,261,788 shares of common stock pursuant to the “at-the-market”
offering. The total amount of capital raised as a result of these sales of common stock was approximately $31.8 million and net
proceeds were approximately $31.1 million after deducting the sales agent’s commissions and offering expenses.
AUGUST 2020 FINANCIAL UPDATE
On September 8, 2020, we announced the
following net asset value (“NAV”) estimate as of August 31, 2020.
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Management’s unaudited estimate
of the range of our NAV per share of our common stock as of August 31, 2020 is between $3.71 and $3.81. This estimate is not a
comprehensive statement of our financial condition or results for the month ended August 31, 2020. This estimate did not undergo
the Company’s typical quarter-end financial closing procedures and was not approved by the Company’s board of directors.
We advise you that our NAV per share for the quarter ended September 30, 2020 may differ materially from this estimate, which
is given only as of August 31, 2020.
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As of August 31, 2020, the Company had
approximately 86.9 million shares of common stock issued and outstanding.
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We believe that the COVID-19 pandemic
represents an extraordinary circumstance that materially impacts the fair value of and prospective cash flows from the Company’s
investments. As a result, the fair value of the Company’s portfolio investments may be materially impacted after August 31,
2020 by circumstances and events that are not yet known. To the extent the Company’s portfolio investments are further impacted
by the effects of the COVID-19 pandemic, the Company may experience a material impact on its future net investment income, the
fair value of its portfolio investments, its financial condition and the financial condition of its portfolio investments.
The preliminary financial data included
in this prospectus supplement has been prepared by, and is the responsibility of, Oxford Lane Capital Corp.’s management. PricewaterhouseCoopers
LLP has not audited, reviewed, compiled, or applied agreed-upon procedures with respect to the preliminary financial data. Accordingly,
PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect thereto.
Pursuant to our effective registration
statement, we have previously undertaken to suspend offering our shares when the net asset value per share declines more than 10%
from that as of the most recent effective date of the registration statement
until such time as our prospectus is amended. Having amended our prospectus through a prospectus supplement to reflect an estimate
of our net asset value as of the most recent month end, we may continue offering our shares.
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