Filed pursuant to Rule 424(b)(3)
File No. 333-236574
PROSPECTUS SUPPLEMENT
(To Prospectus dated June 1, 2020, as supplemented
by the Prospectus Supplement dated June 4, 2020,
the Prospectus Supplement dated August 7, 2020,
the Prospectus Supplement dated November 6, 2020,
the Prospectus Supplement dated February 5, 2021,
the Prospectus Supplement dated August 11, 2021,
the Prospectus Supplement dated November 4, 2021,
the Prospectus Supplement dated February 7, 2022,
the Prospectus Supplement dated May 18, 2022,
the Prospectus Supplement dated August 5, 2022,
the Prospectus Supplement dated September 9, 2022,
the Prospectus Supplement dated November 9, 2022,
the Prospectus Supplement dated February 7, 2023 and
the Prospectus Supplement dated May 19, 2023) |
|
August 7, 2023 |
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 June 1, 2020 (the “Base
Prospectus”) as supplemented by the prospectus supplement dated June 4, 2020 (the “June 2020 Prospectus Supplement”),
the prospectus supplement dated August 7, 2020 (the “August 2020 Prospectus Supplement”), the prospectus supplement dated
November 6, 2020 (the “November 2020 Prospectus Supplement”), the prospectus supplement dated February 5, 2021 (the “February
2021 Prospectus Supplement”), the prospectus supplement dated August 11, 2021 (the “August 2021 Prospectus Supplement”),
the prospectus supplement dated November 4, 2021 (the “November 2021 Prospectus Supplement”), the prospectus supplement dated
February 7, 2022 (the “February 2022 Prospectus Supplement”), the prospectus supplement dated May 18, 2022 (the “May
2022 Prospectus Supplement”), the prospectus supplement dated August 5, 2022 (the “August 2022 Prospectus Supplement”),
the prospectus supplement dated September 9, 2022 (the “September 2022 Prospectus Supplement”), the prospectus supplement
dated November 9, 2022 (the “November 2022 Prospectus Supplement”), the prospectus supplement dated February 7, 2023 (the
“February 2023 Prospectus Supplement”) and the prospectus supplement dated May 19, 2023 (the “May 2023 Prospectus Supplement,”
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 (the “Amended Equity Distribution Agreement”), with Ladenburg
Thalmann & Co. Inc. (the “Distribution Agent”). The Company’s investment adviser, Oxford Lane Management, LLC (the
“Adviser”), has agreed to pay to the Distribution Agent, 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 and 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
August 4, 2023, we sold a total of 101,544,207 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 $640.4 million and net proceeds were
approximately $632.6 million, after deducting the sales agent’s commissions and offering expenses.
JULY 2023 FINANCIAL UPDATE
On August 4, 2023, we announced
the following net asset value (“NAV”) estimate as of July 31, 2023.
| ● | Management’s unaudited estimate of the range of the NAV per share of our common stock as of July
31, 2023 is between $4.68 and $4.78. This estimate is not a comprehensive statement of our financial condition or results for the month
ended July 31, 2023. 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 ending September 30, 2023 may differ materially
from this estimate, which is given only as of July 31, 2023. |
| ● | As of July 31, 2023, the Company had approximately
190.1 million shares of common stock issued and outstanding. |
The fair value of the Company’s
portfolio investments may be materially impacted after July 31, 2023 by circumstances and events that are not yet known. To the extent
the Company’s portfolio investments are impacted by market volatility in the U.S. or worldwide, 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. Investing in our securities involves a number of significant risks. For a discussion of the additional risks
applicable to an investment in our securities, please refer to the section titled “Risk Factors” in our prospectus and the
note titled “Risks and Uncertainties” in our most recent annual report or semi-annual report, as applicable.
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. The PricewaterhouseCoopers
LLP report incorporated by reference relates to the Company's previously issued financial statements. It does not extend to the preliminary
financial data and should not be read to do so.
FIRST QUARTER FINANCIAL
HIGHLIGHTS AND RESULTS
| ● | On July 27, 2023, our Board of Directors declared the following distributions on our common stock: |
Month Ending |
Record Date |
Payment Date |
Amount Per Share |
October 31, 2023 |
October 17, 2023 |
October 31, 2023 |
$0.08 |
November 30, 2023 |
November 16, 2023 |
November 30, 2023 |
$0.08 |
December 31, 2023 |
December 15, 2023 |
December 29, 2023 |
$0.08 |
| ● | Net asset value (“NAV”) per share as of June 30, 2023 stood at $4.34, compared with a NAV per share on March 31, 2023
of $4.61. |
| ● | Net investment income (“NII”), calculated in accordance with U.S. generally accepted accounting principles (“GAAP”),
was approximately $42.0 million, or $0.24 per share, for the quarter ended June 30, 2023. |
| ● | Our core net investment income (“Core NII”) was approximately $75.0 million, or $0.43 per share, for the quarter ended
June 30, 2023. |
| o | Core NII represents NII adjusted for additional applicable cash distributions received, or entitled to be received (if any, in either
case), on our collateralized loan obligation (“CLO”) equity investments. See additional information under “Supplemental
Information Regarding Core Net Investment Income” below. |
| o | We emphasize that our taxable income may differ materially from our GAAP NII and/or our Core NII, and that neither GAAP NII nor Core
NII should be relied upon as indicators of our taxable income. |
| ● | Total investment income for the quarter ended June 30, 2023 amounted to approximately $70.5 million, which represented an increase
of approximately $4.0 million from the quarter ended March 31, 2023. |
| o | For the quarter ended June 30, 2023 we recorded investment income from our portfolio as follows: |
| ◾ | Approximately $66.2 million from our CLO equity and CLO warehouse investments, and |
| ◾ | Approximately $4.3 million from our CLO debt investments and other income. |
| ● | Our total expenses for the quarter ended June
30, 2023 were approximately $28.5 million, compared with total expenses of approximately $29.0 million for the quarter ended March 31,
2023. |
| ● | As of June 30, 2023, the following metrics applied (note that none of these metrics represented a total return to shareholders): |
| o | The weighted average yield of our CLO debt investments at current cost was 18.1%, up from 18.0% as of March 31, 2023. |
| o | The weighted average effective yield of our CLO equity investments at current cost was 16.0%, up from 15.8% as of March 31, 2023. |
| o | The
weighted average cash distribution yield of our CLO equity investments at current cost was 24.6%, up from 16.5% as of March 31, 2023. |
| ● | For the quarter ended June 30, 2023, we recorded a net decrease in net assets resulting from operations of approximately $14.8 million,
or $0.08 per share, comprised of: |
| o | NII of approximately $42.0 million; |
| o | Net realized losses of approximately $1.3 million; and |
| o | Net unrealized depreciation of approximately $55.5 million. |
| ● | During the quarter ended June 30, 2023, we made additional investments of approximately $111.9 million, and received approximately
$69.7 million from sales and repayments of our CLO investments. |
| ● | For the quarter ended June 30, 2023, we issued a total of approximately 12.1 million shares of common stock pursuant to an “at-the-market”
offering. After deducting the sales agent’s commissions and offering expenses, this resulted in net proceeds of approximately $60.2
million. The common stock issuance resulted in net accretion to shareholders of approximately $0.03 per share of NAV for the quarter.
As of June 30, 2023, we had approximately 185.3 million shares of common stock outstanding. |
| ● | On July 27, 2023, our Board of Directors declared the required monthly dividends on our 6.75% Series 2024 Term Preferred Shares, 6.25%
Series 2027 Term Preferred Shares, 6.00% Series 2029 Term Preferred Shares, and 7.125% Series 2029 Term Preferred Shares as follows: |
Preferred
Shares Type |
Per Share
Dividend
Amount
Declared |
Record Dates |
Payment Dates |
6.75% - Series 2024 |
$ 0.14062500 |
September 15, 2023, October 17, 2023,
November 16, 2023 |
September 29, 2023, October 31, 2023,
November 30, 2023 |
6.25% - Series 2027 |
$ 0.13020833 |
September 15, 2023, October 17, 2023,
November 16, 2023 |
September 29, 2023, October 31, 2023,
November 30, 2023 |
6.00% - Series 2029 |
$ 0.12500000 |
September 15, 2023, October 17, 2023,
November 16, 2023 |
September 29, 2023, October 31, 2023,
November 30, 2023 |
7.125% - Series 2029 |
$ 0.14843750 |
September 15, 2023, October 17, 2023,
November 16, 2023 |
September 29, 2023, October 31, 2023,
November 30, 2023 |
In accordance with their terms, each of the 6.75% Series 2024 Term
Preferred Shares, 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 6.75%, 6.25%, 6.00% and 7.125%, respectively, of the $25.00 per share liquidation
preference, or $1.6875, $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 6.75%, 6.25%, 6.00% and 7.125% per year, respectively,
for each of the 6.75% Series 2024 Term Preferred Shares, 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, 2023:
| |
Three Months Ended | |
| |
June 30, 2023 | |
| |
Amount | | |
Per Share
Amount | |
GAAP net investment income | |
$ | 41,986,780 | | |
$ | 0.24 | |
CLO equity adjustments | |
| 32,984,812 | | |
| 0.19 | |
Core net investment income | |
$ | 74,971,592 | | |
$ | 0.43 | |
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