XAI Octagon Floating Rate & Alternative Income Trust : Private Placement - Form 8-K

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.