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):

October 26, 2021

OXFORD SQUARE CAPITAL CORP.

(Exact name of registrant as specified in its charter)

Maryland		000-50398		20-0188736
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

8 Sound Shore Drive, Suite 255

Greenwich, CT 06830

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (203) 983-5275

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	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 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
6.50% Notes due 2024	OXSQL	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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 2.02

Results of Operations and Financial Condition

On October 26, 2021, Oxford Square Capital Corp. (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2021. The text of the press release is included as Exhibit 99.1 to this Form 8-K.

The information set forth under this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information set forth under this Item 2.02, including Exhibit 99.1, shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, unless it is specifically incorporated by reference therein.

Item 7.01.

Regulation FD Disclosure

On October 26, 2021, the Company issued a press release, included herewith as Exhibit 99.1, announcing the declaration of distributions for the months ending January 31, 2022, February 28, 2022 and March 31, 2022. Additionally, on October 26, 2021, the Company made available on its website, www.oxfordsquarecapital.com, supplemental investor information with respect to the aforementioned earnings press release.

The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information provided herein shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

Item 9.01

Financial Statements and Exhibits.

(a)

Not applicable.

(b)

Not applicable.

(c)

Not applicable.

(d)

Exhibits.

Exhibit No.		Description

99.1		Press release dated October 26, 2021

SIGNATURES

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.

Date: October 27, 2021	OXFORD SQUARE CAPITAL CORP.

	By:	/s/ Saul B. Rosenthal
		Saul B. Rosenthal
		President

Exhibit 99.1

Oxford Square Capital Corp. Announces Net Asset Value and Selected Financial Results for the Quarter Ended September 30, 2021 and Declaration of Distributions of Common Stock for the Months Ending January 31, February 28, and March 31, 2022.

GREENWICH, CT – 10/26/2021 –Oxford Square Capital Corp. (NasdaqGS: OXSQ) (NasdaqGS: OXSQL) (NasdaqGS: OXSQZ) (Nasdaq: OXSQG) (the “Company,” “we,” “us” or “our”) announced today its financial results and related information for the quarter ended September 30, 2021.

●

As of September 30, 2021, net asset value (“NAV”) per share was $5.03, compared with the NAV per share of $4.91 at the prior quarter end.

For the quarter ended September 30, 2021, we recorded GAAP net investment income of approximately $4.0 million, or $0.08 per share.

We recorded net unrealized appreciation of approximately $5.6 million and net realized gains on investments of approximately $1.7 million for the quarter ended September 30, 2021, compared to net unrealized appreciation of approximately $2.5 million and net realized gains on investments of approximately $1.2 million for the quarter ended June 30, 2021.

In total, we had a net increase in net assets from operations of approximately $11.3 million, or $0.23 per share, for the quarter ended September 30, 2021, compared with a net increase in net assets from operations of approximately $6.5 million, or $0.13 per share, for the quarter ended June 30, 2021.

●

Total investment income for the quarter ended September 30, 2021 amounted to approximately $9.8 million, compared with approximately $7.8 million for the quarter ended June 30, 2021. For the quarter ended September 30, 2021, the components of investment income were as follows:

●

$4.5 million from our debt investments

●

$5.1 million from our CLO equity investments

●

$200,000 from other income

●

Our total expenses for the quarter ended September 30, 2021 were approximately $5.8 million, compared with total expenses of approximately $5.1 million for the second quarter of 2021.

●

During the third quarter of 2021, we made investments of approximately $23.1 million, received $5.7 million from repayments and amortization payments on our debt investments, and recorded no proceeds from sales of investments.

●

As of September 30, 2021, the following metrics applied (note that none of these values represents a total return to shareholders):

The weighted average yield of our debt investments was 7.5% at current cost, compared with 7.6% as of June 30, 2021.

The weighted average effective yield of our CLO equity investments at current cost was 9.1%, compared with 10.4% as of June 30, 2021.

The weighted average cash distribution yield of our cash income producing CLO equity investments at current cost was 19.6%, compared with 18.8% as of June 30, 2021.

●

Our weighted average credit rating was 2.0 based on total fair value and 2.3 based on total principal amount as of September 30, 2021, compared to 2.1 based on total fair value and 2.3 based on total principal amount as of June 30, 2021.

●

As of September 30, 2021, we had three debt investments on non-accrual status, with a combined fair value of $3.7 million. Also, as of September 30, 2021, our preferred equity investments in one of our portfolio companies were on non-accrual status, which had a fair value of approximately $74,000.

●

On October 22, 2021, our Board of Directors declared the following distributions on our common stock:

Month Ending	Record Date	Payment Date	Amount Per Share
January 31, 2022	January 17, 2022	January 31, 2022	$	0.035
February 28, 2022	February 14, 2022	February 28, 2022	$	0.035
March 31, 2022	March 17, 2022	March 31, 2022	$	0.035

We will hold a conference call to discuss third quarter results today, Tuesday, October 26th, 2021 at 9:00 AM ET. The toll-free dial-in number is 1-844-200-6205, access code number 468257. There will be a recording available for 30 days. If you are interested in hearing the recording, please dial 1-866-813-9403. The replay pass-code number is 106418.

A presentation containing further detail regarding our quarterly results of operations has been posted under the Investor Relations section of our website at www.oxfordsquarecapital.com.

OXFORD SQUARE CAPITAL CORP.
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES

	September 30, 2021			December 31, 2020
	(unaudited)
ASSETS
Non-affiliated/non-control investments (cost: $494,745,225 and $407,547,351, respectively)	$	421,013,356		$	294,674,000
Affiliated investments (cost: $16,836,822 and $16,836,822, respectively)		73,571			—
Cash equivalents		19,541,086			59,137,284
Interest and distributions receivable		3,278,404			2,299,259
Securities sold not settled		—			950,000
Other assets		788,168			597,238
Total assets	$	444,694,585		$	357,657,781
LIABILITIES
Notes payable – 6.50% Unsecured Notes, net of deferred issuance costs of $812,204 and $1,055,065, respectively	$	63,558,021		$	63,315,160
Notes payable – 6.25% Unsecured Notes, net of deferred issuance costs of $1,068,693 and $1,243,082, respectively		43,722,057			43,547,668
Notes payable – 5.50% Unsecured Notes, net of deferred issuance costs of $2,636,484 and $0, respectively		77,863,516			—
Securities purchased not settled		6,489,812			23,156,556
Base Fee and Net Investment Income Incentive Fee payable to affiliate		1,774,727			1,159,703
Accrued interest payable		1,216,109			478,191
Accrued expenses		425,627			573,977
Total liabilities		195,049,869			132,231,255
COMMITMENTS AND CONTINGENCIES (Note 13)
NET ASSETS
Common stock, $0.01 par value, 100,000,000 shares authorized; 49,655,275 and 49,589,607 shares issued and outstanding, respectively		496,552			495,895
Capital in excess of par value		452,938,551			452,650,210
Total distributable earnings/(accumulated losses)		(203,790,387	)		(227,719,579	)
Total net assets		249,644,716			225,426,526
Total liabilities and net assets	$	444,694,585		$	357,657,781
Net asset value per common share	$	5.03		$	4.55

OXFORD SQUARE CAPITAL CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)

	Three Months Ended September 30, 2021		Three Months Ended September 30, 2020			Nine Months Ended September 30, 2021			Nine Months Ended September 30, 2020
INVESTMENT INCOME
From non-affiliated/non-control investments:
Interest income – debt investments	$	4,527,514	$	4,492,647		$	12,351,940		$	15,020,284
Income from securitization vehicles and investments		5,071,854		3,568,516			13,849,299			11,545,539
Other income		198,263		163,976			798,088			738,625
Total investment income from non-affiliated/non-control investments		9,797,631		8,225,139			26,999,327			27,304,448
Total investment income		9,797,631		8,225,139			26,999,327			27,304,448
EXPENSES
Interest expense		3,090,535		1,908,206			7,405,358			5,988,116
Base Fee		1,774,728		1,123,450			4,598,462			3,365,332
Professional fees		349,626		321,059			1,604,845			1,228,794
Compensation expense		185,855		185,659			551,452			554,288
General and administrative		414,919		416,486			1,258,609			1,195,166
Total expenses before incentive fees		5,815,663		3,954,860			15,418,726			12,331,696
Net Investment Income Incentive Fees		—		—			—			—
Total expenses		5,815,663		3,954,860			15,418,726			12,331,696
Net investment income		3,981,968		4,270,279			11,580,601			14,972,752
Net change in unrealized appreciation/(depreciation) on investments:
Non-Affiliate/non-control investments		5,558,192		21,580,813			39,141,482			(42,698,711	)
Affiliated investments		73,571		(634,089	)		73,571			(2,816,790	)
Total net change in unrealized appreciation/(depreciation) on investments		5,631,763		20,946,724			39,215,053			(45,515,501	)
Net realized gains/(losses):
Non-affiliated/non-control investments		1,651,408		(4,368,235	)		(11,239,243	)		(7,405,716	)
Extinguishment of debt		—		—			—			(5,211	)
Total net realized gains/(losses)		1,651,408		(4,368,235	)		(11,239,243	)		(7,410,927	)
Net increase/(decrease) in net assets resulting from operations	$	11,265,139	$	20,848,768		$	39,556,411		$	(37,953,676	)
Net increase in net assets resulting from net investment income per common share (Basic and Diluted):	$	0.08	$	0.09		$	0.23		$	0.30
Net increase/(decrease) in net assets resulting from operations per common share (Basic and Diluted):	$	0.23	$	0.42		$	0.80		$	(0.77	)
Weighted average shares of common stock outstanding (Basic and Diluted):		49,634,535		49,589,607			49,610,734			49,439,478
Distributions per share	$	0.105	$	0.105		$	0.315		$	0.507

FINANCIAL HIGHLIGHTS – (unaudited)

	Three Months Ended September 30, 2021			Three Months Ended September 30, 2020			Nine Months Ended September 30, 2021			Nine Months Ended September 30, 2020
Per Share Data
Net asset value at beginning of period	$	4.91		$	3.54		$	4.55		$	5.12
Net investment income⁽¹⁾		0.08			0.09			0.23			0.30
Net realized and unrealized (losses)/gains⁽²⁾		0.15			0.33			0.57			(1.06	)
Net (decrease)/increase in net asset value from operations		0.23			0.42			0.80			(0.76	)
Distributions per share from net investment income		(0.09	)		(0.09	)		(0.26	)		(0.42	)
Tax return of capital distributions⁽³⁾		(0.02	)		(0.02	)		(0.06	)		(0.09	)
Total distributions		(0.11	)		(0.11	)		(0.32	)		(0.51	)
Effect of shares issued/repurchased, gross		—			—			—			—
Net asset value at end of period	$	5.03		$	3.85		$	5.03		$	3.85
Per share market value at beginning of period	$	4.91		$	2.80		$	3.05		$	5.44
Per share market value at end of period	$	4.05		$	2.47		$	4.05		$	2.47
Total return based on Market Value⁽⁴⁾		(15.52	)%		(8.22	)%		42.66	%		(46.71	)%
Total return based on Net Asset Value⁽⁵⁾		4.58	%		11.72	%		17.42	%		(14.90	)%
Shares outstanding at end of period		49,655,275			49,589,607			49,655,275			49,589,607

Ratios/Supplemental Data⁽⁸⁾
Net assets at end of period (000’s)	$	249,645		$	190,968		$	249,645		$	190,968
Average net assets (000’s)	$	246,554		$	183,148		$	241,062		$	186,744
Ratio of expenses to average net assets⁽⁶⁾		9.44	%		8.64	%		8.53	%		8.80	%
Ratio of net investment income to average net assets⁽⁶⁾		6.46	%		9.33	%		6.41	%		10.69	%
Portfolio turnover rate⁽⁷⁾		1.39	%		3.22	%		8.20	%		15.71	%

__________

(1)

Represents per share net investment income for the period, based upon weighted average shares outstanding.

(2)

Net realized and unrealized gains/(losses) include rounding adjustments to reconcile change in net asset value per share.

(3)

Management monitors available taxable earnings, including net investment income and realized capital gains, to determine if a tax return of capital may occur for the year. To the extent the Company’s taxable earnings fall below the total amount of the Company’s distributions for that fiscal year, a portion of those distributions may be deemed a tax return of capital to the Company’s stockholders. The ultimate tax character of the Company’s earnings cannot be determined until tax returns are prepared after the end of the fiscal year. The amounts and sources of distributions reported are only estimates (based on an average of the reported tax character historically) and are not being provided for U.S. tax reporting purposes.

(4)

Total return based on market value equals the increase or decrease of ending market value over beginning market value, plus distributions, divided by the beginning market value, assuming distribution reinvestment prices obtained under the Company’s distribution reinvestment plan, excluding any discounts. Total return is not annualized.

(5)

Total return based on net asset value equals the increase or decrease of ending net asset value over beginning net asset value, plus distributions, divided by the beginning net asset value. Total return is not annualized.

(6)

Annualized.

(7)

Portfolio turnover rate is calculated using the lesser of the year-to-date cash investment sales and debt repayments or year-to-date cash investment purchases over the average of the total investments at fair value.

(8)

The following table provides supplemental performance ratios (annualized) measured for the three and nine months ended September 30, 2021 and 2020:

	Three Months Ended September 30, 2021			Three Months Ended September 30, 2020			Nine Months Ended September 30, 2021			Nine Months Ended September 30, 2020
Ratio of expenses to average net assets:
Operating expenses before incentive fees		9.44	%		8.64	%		8.53	%		8.80	%
Net investment income incentive fees		—	%		—	%		—	%		—	%
Ratio of expenses, excluding interest expense to average net assets		4.42	%		4.47	%		4.43	%		4.53	%

About Oxford Square Capital Corp.

Oxford Square Capital Corp. is a publicly-traded business development company principally investing in syndicated bank loans and debt and equity tranches of collateralized loan obligation (“CLO”) vehicles. CLO investments may also include warehouse facilities, which are financing structures intended to aggregate loans that may be used to form the basis of a CLO vehicle.

Forward-Looking Statements

This press release contains forward-looking statements subject to the inherent uncertainties in predicting future results and conditions. Any statements that are not statements of historical fact (including statements containing the words “believes,” “plans,” “anticipates,” “expects,” “estimates” and similar expressions) should also be considered to be forward-looking statements. These statements are not guarantees of future performance, conditions or results and involve a number of risks and uncertainties, including the impact of COVID-19 and related changes in base interest rates and significant market volatility on our business, our portfolio companies, our industry and the global economy. Certain factors could cause actual results and conditions to differ materially from those projected in these forward-looking statements. These factors are identified from time to time in our filings with the Securities and Exchange Commission. We undertake no obligation to update such statements to reflect subsequent events, except as may be required by law.

Contact:

Bruce Rubin

203-983-5280