OXLCP Oxford Lane Capital Corporation

Filed pursuant to Rule 424(b)(3)
File No. 333-272286

Oxford Lane Capital Corp.

$750,000,000
Common Stock

This prospectus supplement contains information which amends, supplements and modifies certain information contained in the prospectus dated October 5, 2023 (the “Base Prospectus”) as supplemented by the prospectus supplement dated November 15, 2023 (the “November 2023 Prospectus Supplement”), the prospectus supplement dated January 30, 2024 (the “January 2024 Prospectus Supplement”) and the prospectus supplement dated May 21, 2024 (the “May 2024 Prospectus Supplement” and, together with the November 2023 Prospectus Supplement and the January 2024 Prospectus Supplement, the “Prior Prospectus Supplements”, and together with this prospectus supplement and the Base Prospectus, the “Prospectus”), which relate to the sale of shares of common stock of Oxford Lane Capital Corp. (the “Company”) in an “at-the-market” offering pursuant to an Amended and Restated Equity Distribution Agreement dated September 9, 2022, as amended pursuant to that certain Amendment No. 1, dated as of November 15, 2023, and that certain Amendment No. 2, dated as of July 29, 2024 (collectively, the “Amended Equity Distribution Agreement”), with Ladenburg Thalmann & Co. Inc. and Lucid Capital Markets, LLC (the “Distribution Agents”). The Company’s investment adviser, Oxford Lane Management, LLC (the “Adviser”), has agreed to pay to the Distribution Agents, 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.

This prospectus supplement supersedes the Prior Prospectus Supplements to the extent it contains information that is different from or in addition to the information in the Prior Prospectus Supplements. Unless otherwise indicated, all other information included in the Prior Prospectus Supplements that is not inconsistent with the information set forth in this prospectus supplement remains unchanged.

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 15 of the Base Prospectus and in our subsequent filings with the Securities and Exchange Commission (the “SEC”) 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 November 15, 2023 to July 26, 2024, we sold a total of 82,574,949 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 $430.3 million and net proceeds were approximately $427.4 million, after deducting the sales agent’s commissions and offering expenses.

FIRST QUARTER FINANCIAL HIGHLIGHTS

In accordance with their terms, each of the 6.25% Series 2027 Term Preferred Shares, 6.00% Series 2029 Term Preferred Shares, and 7.125% Series 2029 Term Preferred Shares will pay a monthly dividend at a fixed rate of 6.25%, 6.00% and 7.125%, respectively, of the $25.00 per share liquidation preference, or $1.5625, $1.5000 and $1.78125 per share per year, respectively. This fixed annual dividend rate is subject to adjustment under certain circumstances, but will not, in any case, be lower than 6.25%, 6.00% and 7.125% per year, respectively, for each of the 6.25% Series 2027 Term Preferred Shares, 6.00% Series 2029 Term Preferred Shares and 7.125% Series 2029 Term Preferred Shares.

Supplemental Information Regarding Core Net Investment Income 

We provide information relating to Core NII (a non-GAAP measure) on a supplemental basis. This measure is not provided as a substitute for GAAP NII, but in addition to it. Our non-GAAP measures may differ from similar measures by other companies, even in the event of similar terms being utilized to identify such measures. Core NII represents GAAP NII adjusted for additional applicable cash distributions received, or entitled to be received (if any, in either case), on our CLO equity investments. Oxford Lane’s management uses this information in its internal analysis of results and believes that this information may be informative in assessing the quality of Oxford Lane’s financial performance, identifying trends in its results and providing meaningful period-to-period comparisons.

Income from investments in the “equity” class securities of CLO vehicles, for GAAP purposes, is recorded using the effective interest method; this is based on an effective yield to the expected redemption utilizing estimated cash flows, at current cost, including those CLO equity investments that have not made their inaugural distribution for the relevant period end. The result is an effective yield for the investment in which the respective investment’s cost basis is adjusted quarterly based on the difference between the actual cash received, or distributions entitled to be received, and the effective yield calculation. Accordingly, investment income recognized on CLO equity securities in the GAAP statement of operations differs from the cash distributions actually received by the Company during the period (referred to below as “CLO equity adjustments”). 

Furthermore, in order for the Company to continue qualifying as a regulated investment company for tax purposes, we are required, among other things, to distribute at least 90% of our investment company taxable income annually. While Core NII may provide a better indication of our estimated taxable income than GAAP NII during certain periods, we can offer no assurance that will be the case, however, as the ultimate tax character of our earnings cannot be determined until after tax returns are prepared at the close of a fiscal year. We note that this non-GAAP measure may not serve as a useful indicator of taxable earnings, particularly during periods of market disruption and volatility, and, as such, our taxable income may differ materially from our Core NII.

The following table provides a reconciliation of GAAP NII to Core NII for the three months ended June 30, 2024:

UPDATE TO “AT-THE-MARKET” OFFERING

On July 29, 2024, the Company and Distribution Agents entered into that certain Amendment No. 2 to the Amended and Restated Equity Distribution Agreement dated September 9, 2022 which adds Lucid Capital Markets, LLC as a Distribution Agent thereunder.

All references to Ladenburg Thalmann & Co. Inc. in the Prior Prospectus Supplements shall be deemed to refer to Ladenburg Thalmann & Co. Inc. and Lucid Capital Markets, LLC together as Distributions Agents, unless otherwise stated in this prospectus supplement or unless context requires otherwise.

PLAN OF DISTRIBUTION

The Distribution Agents are acting as our sales agents in connection with the offer and sale of shares of our common stock pursuant to the Prospectus. Upon written instructions from us, the Distribution Agents will use their commercially reasonable efforts consistent with their normal trading and sales practices to sell, as our sales agents, our common stock under the terms and subject to the conditions set forth in our Amended Equity Distribution Agreement.

We will instruct one or both Distribution Agents as to the amount of common stock to be sold by them. We may instruct the Distribution Agents not to sell common stock if the sales cannot be effected at or above the price designated by us in any instruction. The sales price per share of our common stock offered by the 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. We or the Distribution Agents may suspend the offering of shares of common stock upon proper notice and subject to other conditions.

Sales of our common stock, if any, under the Prospectus may be made in privately negotiated transactions or transactions that are deemed to be “at the market,” as defined in Rule 415 under the Securities Act, including sales made directly on the NASDAQ Global Select Market or similar securities exchange or sales made to or through a market maker other than on an exchange at prices related to the prevailing market prices or at negotiated prices.

The Distribution Agents will provide written confirmation of a sale to us no later than the opening of the trading day on the NASDAQ Global Select Market following each trading day in which shares of our common stock are sold under the Amended Equity Distribution Agreement. Each confirmation will include the number of shares of common stock sold on the preceding day, the net proceeds to us and the compensation payable by us to the Distribution Agents in connection with the sales.

The Distribution Agents will receive a commission from us equal to the lesser of (i) 2.0% of the gross sales price per share from such sale or (ii) the difference between the gross sale price per share from such sale and the amount the Company, in its sole discretion, determines to be its minimum net amount, with respect to any shares of our common stock sold through the Distribution Agents under the Amended Equity Distribution Agreement. Oxford Lane Management has agreed to pay to the Distribution Agents, 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 us in this offering such that the net proceeds per share received by us (before expenses) are not below our then current net asset value per share. We estimate that the total expenses for the offering, excluding compensation payable to the Distribution Agents under the terms of the Amended Equity Distribution Agreement, will be approximately $337,500.

Settlement for sales of shares of common stock will occur on the trading day following the date on which such sales are made, or on some other date that is agreed upon by us and the Distribution Agents in connection with a particular transaction, in return for payment of the net proceeds to us. There is no arrangement for funds to be received in an escrow, trust or similar arrangement.

We will report at least quarterly the number of shares of our common stock sold through the Distribution Agents under the Amended Equity Distribution Agreement and the net proceeds to us.

In connection with the sale of the common stock on our behalf, the Distribution Agents may each be deemed to be an “underwriter” within the meaning of the Securities Act, and the compensation of the Distribution Agents may be deemed to be underwriting commissions or discounts. We have agreed to provide indemnification and contribution to the Distribution Agents against certain civil liabilities, including liabilities under the Securities Act.

The offering of our shares of common stock pursuant to the Amended Equity Distribution Agreement will terminate upon the earlier of (i) the sale of the dollar amount of common stock subject to the Amended Equity Distribution Agreement or (ii) the termination of the Amended Equity Distribution Agreement. The Amended Equity Distribution Agreement may be terminated by us in our sole discretion with respect to one or both Distribution Agents under the circumstances specified in the Amended Equity Distribution Agreement by giving notice to the applicable Distribution Agent. In addition, either Distribution Agent may terminate its participation in the Amended Equity Distribution Agreement under the circumstances specified in the Amended Equity Distribution Agreement by giving notice to us.

Potential Conflicts of Interest

The Distribution Agents and their affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. The Distribution Agents and their affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for us, for which they received or will receive customary fees and reimbursement of expenses, including acting as underwriters for our securities offerings. In the ordinary course of their various business activities, the Distribution Agents and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers and such investment and securities activities may involve securities and/or instruments of our company. The Distribution Agents and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

The principal business address of Ladenburg Thalmann & Co. Inc. is 640 Fifth Avenue, 4th Floor, New York, New York 10019 and the principal business address of Lucid Capital Markets, LLC is 570 Lexington Avenue, 40th Floor, New York, NY 10022.