XAI Octagon Reports Unregistered Equity Sales

TL;DR

XAI Octagon sold unregistered shares on Oct 10th. Watch for dilution.

AI Summary

On October 10, 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, with specific details on the number of shares and currency (USD) for these transactions.

Why It Matters

This filing informs investors about the issuance of new equity securities outside of a registered public offering, which can impact share dilution and the company's capital structure.

Risk Assessment

Risk Level: medium — Unregistered sales can sometimes indicate a need for capital or a lack of market access, and may involve less transparency than registered offerings.

Key Players & Entities

• XAI Octagon Floating Rate & Alternative Income Trust (company) — Registrant
• October 10, 2024 (date) — Date of earliest event reported
• October 11, 2024 (date) — Filing date
• USD (currency) — Currency for transactions

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
• $4.65 million — eeds (before expenses) of approximately $4.65 million. Immediately after giving effect to th

Filing Documents

• ea0217457-01_8k.htm (8-K) — 31KB
• 0001213900-24-087318.txt ( ) — 243KB
• xflta-20241011.xsd (EX-101.SCH) — 4KB
• xflta-20241011_def.xml (EX-101.DEF) — 26KB
• xflta-20241011_lab.xml (EX-101.LAB) — 36KB
• xflta-20241011_pre.xml (EX-101.PRE) — 25KB
• ea0217457-01_8k_htm.xml (XML) — 5KB

02. Unregistered Sale of Equity Securities

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 10, 2024, the Trust issued and sold to the Purchasers 200,000 Series II 2029 Convertible Preferred Shares. The Trust received net proceeds (before expenses) of approximately $4.65 million. Immediately after giving effect to the issuance and sale of Series II 2029 Convertible Preferred Shares on October 10, 2024, the Trust has issued and outstanding 1,800,000 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. 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 11, 2024 By: /s/ Benjamin D. McCulloch Name: Benjamin D. McCulloch Title: Secretary and Chief Legal Officer

View Full Filing

View this 8-K filing on SEC EDGAR