XAI Octagon Trust Reports Unregistered Equity Sales

TL;DR

XAI Octagon Trust sold unregistered shares on Oct 1st.

AI Summary

On October 1, 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 Preferred Shares.

Why It Matters

This filing informs investors about the issuance of new equity securities outside of a registered public offering, which could impact the trust's capital structure and existing shareholder dilution.

Risk Assessment

Risk Level: medium — Unregistered sales can sometimes indicate a need for capital or specific investor arrangements, which warrants closer examination by investors.

Key Players & Entities

• XAI Octagon Floating Rate & Alternative Income Trust (company) — Registrant
• October 1, 2024 (date) — Date of earliest event reported
• October 2, 2024 (date) — Filing date

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 Series II 2029 Convertible Preferre
• $9.3 million — eeds (before expenses) of approximately $9.3 million. Immediately after giving effect to t

Filing Documents

• ea0216347-01_8k.htm (8-K) — 39KB
• 0001213900-24-084226.txt ( ) — 252KB
• sl9-20241001.xsd (EX-101.SCH) — 4KB
• sl9-20241001_def.xml (EX-101.DEF) — 26KB
• sl9-20241001_lab.xml (EX-101.LAB) — 36KB
• sl9-20241001_pre.xml (EX-101.PRE) — 25KB
• ea0216347-01_8k_htm.xml (XML) — 5KB

From the Filing

UNITED 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) October 2, 2024 ( October 1, 2024 ) XAI Octagon Floating Rate & Alternative Income Trust (Exact name of registrant as specified in its charter) Delaware 811-23247 82-235867 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 321 North Clark Street , Suite 2430 , Chicago , Illinois 60654 (Address of principal executive offices) (Zip Code) Registrants telephone number, including area code ( 312 ) 374-6930 (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: 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)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Shares of Beneficial Interest XFLT New York Stock Exchange 6.50% Series 2026 Term Preferred Shares (Liquidation Preference $25.00) XFLTPRA New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). 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 new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 3.02. Unregistered Sale of Equity Securities As previously disclosed, on June 10, 2024, 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 1,800,000 shares of the Trust's 6.95% Series II 2029 Convertible Preferred Shares, liquidation preference of $25.00 (the "Series II 2029 Convertible Preferred Shares"), at a price equal to $23.25 per Series II 2029 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 December 10, 2025. On October 1, 2024, the Trust issued and sold to the Purchasers 400,000 Series II 2029 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 Series II 2029 Convertible Preferred Shares on October 1, 2024, the Trust has issued and outstanding 1,600,000 Series II 2029 Convertible Preferred Shares. For a description of the Series II 2029 Convertible Preferred Shares see the Trust's Form 8-K filed on June 14, 2024 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 June 14, 2024. 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: October 2, 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