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Section 1: 8-K (8-K)

 

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 16, 2018

 

OXFORD SQUARE CAPITAL CORP.

 (Exact name of registrant as specified in its charter)

 

Maryland 000-50398 20-0188736
(State or other jurisdiction (Commission File Number) (I.R.S. Employer Identification No.)
of incorporation)    

 

8 Sound Shore Drive, Suite 255

 Greenwich, CT 06830

 (Address of principal executive offices and zip code)

 

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

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 5.03   Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On March 16, 2018 and March 19, 2018, TICC Capital Corp. (the “Company”) filed Articles of Amendment for the purpose of amending its current Articles of Incorporation in order to change its corporate name. Effective as of the Articles of Amendment filed on March 19, 2018, the Company’s name has been changed to Oxford Square Capital Corp. A copy of both Articles of Amendment filed on March 16, 2018 and March 19, 2018 are attached hereto as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K.

 

Item 8.01   Other Events.

 

On March 20, 2018, the Company issued a press release announcing that it has changed its corporate name to Oxford Square Capital Corp. The text of the press release is included as Exhibit 99.1 to this Form 8-K.

 

Item 9.01Financial Statements and Exhibits.

 

(d)Exhibits.

 

Exhibit No. Description
   
3.1 Articles of Amendment, dated March 16, 2018
3.2 Articles of Amendment, dated March 19, 2018
99.1 Press Release, dated March 20, 2018

 

 

 

 

SIGNATURES

 

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

     
Date: March 20, 2018 OXFORD SQUARE CAPITAL CORP.
     
  By: /s/ Saul B. Rosenthal  
    Saul B. Rosenthal
    President

 

 

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Section 2: EX-3.1 (EXHIBIT 3.1)

 

Exhibit 3.1

 

TICC Capital corp.

 

Articles of Amendment

 

TICC Capital Corp., a Maryland corporation (the “Corporation”), having its principal office in the State of Maryland, hereby certifies to the State Department of Assessments and Taxation of Maryland that:

 

FIRST: The Corporation desires to, and does hereby, amend its Articles of Incorporation, dated July 21, 2003, as amended by the Articles of Amendment, dated December 3, 2007 (collectively, the “Articles”), as currently in effect as hereafter set forth.

 

SECOND: The Articles are hereby amended by deleting the existing Article II in its entirety and substituting in lieu thereof a new Article II which reads as follows:

 

ARTICLE II

 

NAME

 

The name of the Corporation is Oxford Street Capital Corp.

 

THIRD: The amendment to the Articles as set forth above has been duly approved by at least a majority of the entire Board of Directors of the Corporation as required by law. The amendment set forth herein is made without action by the stockholders of the Corporation, pursuant to Section 2-605(a)(1) of the Maryland General Corporation Law.

 

FOURTH: The undersigned President acknowledges, in the name and on behalf of the Corporation, these Articles of Amendment to be the corporate act of the Corporation and as to all matters or facts required to be verified under oath, the undersigned President acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

 

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed in its name and on its behalf by its President and attested by its Corporate Secretary on March 16, 2018.

 

      TICC CAPITAL CORP.
         
Attest: /s/ Bruce L. Rubin   By: /s/ Saul B. Rosenthal
 

Bruce L. Rubin 

Corporate Secretary 

   

Saul B. Rosenthal 

President 

 

 
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Section 3: EX-3.2 (EXHIBIT 3.2)

 

Exhibit 3.2

 

OXFORD STREET Capital corp.

 

Articles of Amendment

 

Oxford Street Capital Corp., a Maryland corporation (the “Corporation”), having its principal office in the State of Maryland, hereby certifies to the State Department of Assessments and Taxation of Maryland that:

 

FIRST: The Corporation desires to, and does hereby, amend its Articles of Incorporation, dated July 21, 2003, as amended by the Articles of Amendment, dated December 3, 2007, and as amended by the Articles of Amendment, dated March 16, 2018 (collectively, the “Articles”), as currently in effect as hereafter set forth.

 

SECOND: The Articles are hereby amended by deleting the existing Article II in its entirety and substituting in lieu thereof a new Article II which reads as follows:

 

ARTICLE II

 

NAME

 

The name of the Corporation is Oxford Square Capital Corp.

 

THIRD: The amendment to the Articles as set forth above has been duly approved by at least a majority of the entire Board of Directors of the Corporation as required by law. The amendment set forth herein is made without action by the stockholders of the Corporation, pursuant to Section 2-605(a)(1) of the Maryland General Corporation Law.

 

FOURTH: The undersigned President acknowledges, in the name and on behalf of the Corporation, these Articles of Amendment to be the corporate act of the Corporation and as to all matters or facts required to be verified under oath, the undersigned President acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

 

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed in its name and on its behalf by its President and attested by its Corporate Secretary on March 19, 2018.

  

      OXFORD STREET CAPITAL CORP.
         
Attest: /s/ Bruce L. Rubin   By: /s/ Saul B. Rosenthal
 

Bruce L. Rubin 

Corporate Secretary 

   

Saul B. Rosenthal 

President 

 

 

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Section 4: EX-99.1 (EXHIBIT 99.1)

 

Exhibit 99.1

 

TICC Capital Corp. Changes Name to Oxford Square Capital Corp.

 

NASDAQ ticker symbol to change to OXSQ for Common Stock and OXSQL for Notes

 

Greenwich, CT – 3/20/2018 – TICC Capital Corp. (the “Company”) (NASDAQ: TICC) announced today that it has changed its name to Oxford Square Capital Corp.

 

The company remains a closed-end, non-diversified management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. We have made this change in order to more closely align the branding of the Company with its affiliated funds and with the investment platform operated by the affiliates of the Company’s investment adviser, which currently manage the portfolios of Oxford Lane Capital Corp. (NASDAQ: OXLC), a registered closed-end fund investing in debt and equity of collateralized loan obligation (“CLO”) vehicles, and Oxford Bridge, LLC, a private investment fund investing in CLO debt and equity.

 

The Company’s shares of outstanding common stock and outstanding notes are expected to trade under the new NASDAQ ticker symbols “OXSQ” and “OXSQL”, respectively, on or about March 23, 2018.

 

About Oxford Square Capital Corp.

 

Oxford Square Capital Corp. is a publicly-traded business development company principally investing in syndicated bank loans and debt and equity tranches of CLO vehicles. CLO investments may also include warehouse facilities, which are financing structures intended to aggregate loans that may be used to form the basis of a CLO vehicle.

 

Forward-Looking Statements

 


This press release contains forward-looking statements subject to the inherent uncertainties in predicting future results and conditions. Any statements that are not statements of historical fact (including statements containing the words “believes,” “plans,” “anticipates,” “expects,” “estimates” and similar expressions) should also be considered to be forward-looking statements. Certain factors could cause actual results and conditions to differ materially from those projected in these forward-looking statements. These factors are identified from time to time in our filings with the Securities and Exchange Commission. We undertake no obligation to update such statements to reflect subsequent events, except as may be required by law.

 

Contact: 

Bruce Rubin 

203-983-5280

 

 

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