XAI Octagon Reports Unregistered Equity Sales

TL;DR

XAI Octagon sold unregistered shares on April 4th. Watch for dilution.

AI Summary

On April 4, 2024, XAI Octagon Floating Rate & Alternative Income Trust filed an 8-K report detailing unregistered sales of equity securities. The filing indicates transactions involving common shares of beneficial interest and Series 2026 members, with financial figures denominated in USD.

Why It Matters

This filing informs investors about the issuance of equity securities outside of standard public offerings, which could impact share dilution and ownership structure.

Risk Assessment

Risk Level: medium — Unregistered sales can sometimes indicate a need for capital or a lack of market appetite for public offerings, potentially carrying higher risks for investors.

Key Players & Entities

• XAI Octagon Floating Rate & Alternative Income Trust (company) — Registrant
• April 4, 2024 (date) — Date of earliest event reported
• USD (currency) — Denomination of financial figures

FAQ

Key Financial Figures

• $25.00 — ferred Shares (Liquidation Preference $25.00) XFLTPRA New York Stock Exchange
• $23.25 — Preferred Shares"), at a price equal to $23.25 per Convertible Preferred Share, in one
• $9.3 million — eeds (before expenses) of approximately $9.3 million. Immediately after giving effect to th

Filing Documents

• ea0203300_8k.htm (8-K) — 30KB
• 0001213900-24-030532.txt ( ) — 242KB
• xflt-20240404.xsd (EX-101.SCH) — 4KB
• xflt-20240404_def.xml (EX-101.DEF) — 26KB
• xflt-20240404_lab.xml (EX-101.LAB) — 36KB
• xflt-20240404_pre.xml (EX-101.PRE) — 25KB
• ea0203300_8k_htm.xml (XML) — 5KB

02. Unregistered Sale of Equity Securities

Item 3.02. Unregistered Sale of Equity Securities As previously disclosed, on November 6, 2023, XAI Octagon Floating Rate & Alternative Income Trust (NYSE: XFLT) (the "Trust") entered into a purchase agreement (the "Purchase Agreement") between the Trust, Eagle Point Credit Management LLC and the purchasers named therein (the "Purchasers"), in connection with the issuance and sale of up to 1,200,000 shares of the Trust's 6.95% Series 2029 Convertible Preferred Shares, liquidation preference of $25.00 (the "Convertible Preferred Shares"), at a price equal to $23.25 per Convertible Preferred Share, in one or more transactions exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933 on or before May 6, 2025. On April 4, 2024, the Trust issued and sold to the Purchasers 400,000 Convertible Preferred Shares. The Trust received net proceeds (before expenses) of approximately $9.3 million. Immediately after giving effect to the issuance and sale of Convertible Preferred Shares on April 4, 2024, the Trust has issued and outstanding 1,200,000 Convertible Preferred Shares. For a description of the Convertible Preferred Shares see the Trust's Form 8-K filed on November 7, 2023 and the full text of the Statement of Preferences of Term Preferred Shares filed therewith as Exhibit 3.1. A copy of the Purchase Agreement was filed as Exhibit 10.1 to the Trust's Form 8-K filed on November 7, 2023. 1 SIGNATURE 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. XAI OCTAGON FLOATING RATE & ALTERNATIVE INCOME TRUST Date: April 4, 2024 By: /s/ Benjamin D. McCulloch Name: Benjamin D. McCulloch Title: Secretary and Chief Legal Officer 2

View Full Filing

View this 8-K filing on SEC EDGAR