8-A12B 1 ea0252075-01_8a12b.htm 8-A12B

As filed with the Securities and Exchange Commission on August 7, 2025

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-A

For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or 12(g) of the
Securities Exchange Act of 1934

Oxford Square Capital Corp.

(Exact name of registrant as specified in its charter)

Maryland	20-0188736
(State of incorporation or organization)	(I.R.S. Employer Identification No.)

8 Sound Shore Drive, Suite 255 Greenwich, CT	06830
(Address of principal executive offices)	(Zip Code)

If this Form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. ☒

If this Form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. ☐

Securities Act registration statement file number to which this form relates: 333-265533

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

Title of each class to be so registered	Name of each exchange on which each class is to be registered

7.75% Notes due 2030	The NASDAQ Stock Market LLC

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

None

(Title of class)

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1.

Description of the Registrant's Securities to be Registered.

This Form 8-A is being filed in connection with Oxford Square Capital Corp.’s, a Maryland corporation (the “Registrant”), offering of its 7.75% Notes due 2030 (the “Notes”). The Notes are expected to be listed on the NASDAQ Global Select Market and to trade thereon within 30 days of the original issue date under the trading symbol “OXSQH”. As of August 7, 2025, the Registrant had sold and issued $65 million in aggregate principal amount of the Notes.

The description of the Notes is incorporated herein by reference to (i) the information set forth under the heading “Description of Our Debt Securities” in the Registrant’s prospectus included in Pre-Effective Amendment No. 1 to its Registration Statement on Form N-2 (Registration No. 333-265533) as filed with the Securities and Exchange Commission (the “SEC”) on September 20, 2022 under the Securities Act of 1933, as amended (the “Securities Act”), and (ii) the information under the headings “Specific Terms of the Notes and the Offering” and “Description of the Notes” in the Registrant’s prospectus supplement dated July 31, 2025, as filed with the SEC on August 1, 2025 pursuant to Rule 424(b)(2) under the Securities Act. The foregoing prospectus and prospectus supplement are incorporated herein by reference.

Item 2.

Exhibits.

Pursuant to the Instructions as to exhibits for registration statements on Form 8-A, the documents listed below are filed as exhibits to this Registration Statement:

Number		Exhibit

3.1		Articles of Incorporation (Incorporated by reference to the Registrant’s Registration Statement on Form N-2 (File No. 333-109055), filed on September 23, 2003).

3.2		Articles of Amendment (Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on December 3, 2007).

3.3		Articles of Amendment (Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on March 20, 2018).

3.4		Articles of Amendment (Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on March 20, 2018).

3.5		Fourth Amended and Restated Bylaws (Incorporated by reference to Registrant’s Annual Report on Form 10-K, filed on March 7, 2022).

4.1		Form of Base Indenture (Filed as Exhibit d.4 to the Registrant’s Pre-Effective Amendment No. 2 to its Registration Statement on Form N-2 (File No. 333-183605), as filed on January 11, 2013 with the SEC, and incorporated herein by reference).

4.2		Second Supplemental Indenture relating to the 6.25% Notes due 2026, dated April 3, 2019, by and between the Registrant and U.S. Bank National Association, as trustee (Filed as Exhibit d.6 to the Registrant’s Post-Effective Amendment No. 1 to its Registration Statement on Form N-2 (File No. 333-229337), filed on April 3, 2019 with the SEC, and incorporated herein by reference).

4.3		Form of Global Note with respect to the 6.25% Notes due 2026 (Incorporated by reference to Exhibit 4.2 hereto, and Exhibit A therein).

4.4		Third Supplemental Indenture relating to the 5.50% Notes due 2028, dated May 20, 2021, by and between the Registrant and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed May 20, 2021).

4.5		Form of Global Note with respect to the 5.50% Note due 2028 (Incorporated by reference to Exhibit 4.4 hereto, and Exhibit A therein).

4.6		Fourth Supplemental Indenture relating to the 7.75% Notes due 2030, dated August 7, 2025, by and between the Registrant and U.S. Bank Trust Company, National Association, as trustee (Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed August 7, 2025).

4.7		Form of Global Note with respect to the 7.75% Note due 2030 (Incorporated by reference to Exhibit 4.6 hereto, and Exhibit A therein).

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.

Date: August 7, 2025

	Oxford Square Capital Corp.

	By:	/s/ Jonathan H. Cohen
		Name: Jonathan H. Cohen
		Title: Chief Executive Officer

EXHIBIT INDEX

Number		Exhibit

3.1		Articles of Incorporation (Incorporated by reference to the Registrant’s Registration Statement on Form N-2 (File No. 333-109055), filed on September 23, 2003).

3.2		Articles of Amendment (Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on December 3, 2007).

3.3		Articles of Amendment (Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on March 20, 2018).

3.4		Articles of Amendment (Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on March 20, 2018).

3.5		Fourth Amended and Restated Bylaws (Incorporated by reference to Registrant’s Annual Report on Form 10-K, filed on March 7, 2022).

4.1		Form of Base Indenture (Filed as Exhibit d.4 to the Registrant’s Pre-Effective Amendment No. 2 to its Registration Statement on Form N-2 (File No. 333-183605), as filed on January 11, 2013 with the SEC, and incorporated herein by reference).

4.2		Second Supplemental Indenture relating to the 6.25% Notes due 2026, dated April 3, 2019, by and between the Registrant and U.S. Bank National Association, as trustee (Filed as Exhibit d.6 to the Registrant’s Post-Effective Amendment No. 1 to its Registration Statement on Form N-2 (File No. 333-229337), filed on April 3, 2019 with the SEC, and incorporated herein by reference).

4.3		Form of Global Note with respect to the 6.25% Notes due 2026 (Incorporated by reference to Exhibit 4.2 hereto, and Exhibit A therein).

4.4		Third Supplemental Indenture relating to the 5.50% Notes due 2028, dated May 20, 2021, by and between the Registrant and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed May 20, 2021).

4.5		Form of Global Note with respect to the 5.50% Note due 2028 (Incorporated by reference to Exhibit 4.4 hereto, and Exhibit A therein).

4.6		Fourth Supplemental Indenture relating to the 7.75% Notes due 2030, dated August 7, 2025, by and between the Registrant and U.S. Bank Trust Company, National Association, as trustee (Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed August 7, 2025).

4.7		Form of Global Note with respect to the 7.75% Note due 2030 (Incorporated by reference to Exhibit 4.6 hereto, and Exhibit A therein).

SEC Form 8-A12B filed by Oxford Square Capital Corp.