Item 1.01. Entry into a Material Definitive Agreement.

On May 13, 2021, Oxford Square 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 $70.0 million aggregate principal amount of the Company's 5.50% Notes due 2028 (the "Offering"), subject to the potential exercise of the underwriters' option to purchase up to an additional $10.5 million total aggregate principal amount of notes. The closing of the Offering is expected to occur on May 20, 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. 333-229337) previously filed with the Securities and Exchange Commission, as supplemented by a preliminary prospectus supplement dated May 13, 2021 and a final prospectus supplement dated May 13, 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



EXHIBIT
NUMBER    DESCRIPTION

1.1         Underwriting Agreement, dated May 13, 2021, between the Company and
          Ladenburg Thalmann & Co. Inc., as representative of the underwriters
          named in Schedule I thereto.




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