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): March 9, 2021

OXFORD LANE CAPITAL CORP.

(Exact name of Registrant as specified in its charter)

8 Sound Shore Drive, Suite 255, Greenwich, CT 06830

(Address of Principal Executive Offices) (Zip Code)

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

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

☐ 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 1.01. Entry into a Material Definitive Agreement.

On March 9, 2021, Oxford Lane Capital Corp. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) between the Company and Ladenburg Thalmann & Co. Inc., as representative of the several underwriters, in connection with the issuance and sale of $87.0 million aggregate principal amount of the Company’s 6.75% Notes due 2031 (the “Offering”), subject to the potential exercise of the underwriters’ option to purchase up to an additional $13.0 million total aggregate principal amount of notes. The closing of the Offering is expected to occur on March 16, 2021, subject to customary closing conditions.

The Offering was made pursuant to the Company’s effective shelf registration statement on Form N-2 (File No. 333- 236574) previously filed with the Securities and Exchange Commission, as supplemented by a preliminary prospectus supplement dated March 9, 2021 and a final prospectus supplement dated March 9, 2021. This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

The description above is only a summary of the material provisions of the Underwriting Agreement and is qualified in its entirety by reference to a copy of the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, Oxford Lane Capital Corp. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.