Filed pursuant to Rule 424(b)(3)
File No. 333-272286
PROSPECTUS SUPPLEMENT
(To Prospectus dated October 5, 2023, as supplemented
by the Prospectus Supplement dated November 15, 2023
and the Prospectus Supplement dated January 30, 2024) |
February 9, 2024 |
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 and the prospectus supplement dated
January 30, 2024 (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
to the Amended and Restated Equity Distribution Agreement, dated as of November 15, 2023, with Ladenburg Thalmann & Co. Inc. (the
“Distribution Agent”). The Company’s investment adviser, Oxford Lane Management, LLC, 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 15 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 November 15, 2023 to
February 8, 2024, we sold a total of 11,946,096 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 $59.0 million and net proceeds were approximately
$58.3 million, after deducting the sales agent’s commissions and offering expenses.
JANUARY 2024 FINANCIAL
UPDATE
On February 8, 2024, we announced
the following net asset value (“NAV”) estimate as of January 31, 2024.
| ● | Management’s unaudited estimate of the range of the NAV per share of our common stock as of January
31, 2024 is between $4.92 and $5.02. This estimate is not a comprehensive statement
of our financial condition or results for the month ended January 31, 2024. 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 March 31, 2024 may differ materially from this estimate, which is given only as of January 31, 2024. |
| ● | As of January 31, 2024, the Company had approximately
221.2 million shares of common stock issued and outstanding. |
The fair value of the Company’s
portfolio investments may be materially impacted after January 31, 2024 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.
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