RiverNorth Opportunities Fund Inc Pfd-A美股招股说明书(2025-05-21版)

RiverNorth Opportunities Fund, Inc. (the “Fund”) has entered into a distribution agreement, dated May 20, 2025(the “Distribution Agreement”) with ALPS Distributors, Inc. (the “Distributor”), relating to the Fund’s shares of commonstock, $0.0001 par value per share (the “Common Shares”), offered by this Prospectus Supplement and the accompanyingProspectus. In accordance with the terms of the Distribution Agreement, the Fund may offer and sell up to 15,000,000 ofthe Fund’s Common Shares from time to time through the Distributor. This amount represents Common Shares previouslyregistered on Form N-2 (Reg. No. 333-257554 and Reg. No. 333-274473) that are unsold and are being carried forward aspermitted by Rule 415(a)(6) and Rule 457(p) under the Securities Act of 1933, as amended (the “Securities Act”). Underthe Investment Company Act of 1940, as amended (the “1940 Act”), the Fund may not sell any Common Shares at a pricebelow the current net asset value (“NAV”) of such Common Shares, exclusive of any distributing commission or discount.The Fund is a diversified, closed-end management investment company which commenced investment operations inDecember 2015. The Fund’s investment objective is total return consisting of capital appreciation and current income. The Fund’s Common Shares are listed on the New York Stock Exchange (“NYSE”) under the symbol “RIV.” Asof April 28, 2025, the last reported sale price for the Fund’s Common Shares was $11.30 per Common Share. As of April28, 2025, the last reported NAV for the Fund’s Common Shares was $11.98. Sales of the Fund’s Common Shares, if any, under this Prospectus Supplement and the accompanying Prospectusmay be made in negotiated transactions or transactions that are deemed to be “at the market” as defined in Rule 415 underthe Securities Act, including sales made directly on the NYSE or sales made to or through a market maker other than on anexchange. The minimum price on any day at which Common Shares may be sold will not be less than the then currentNAV per Common Share plus the per Common Share amount of the commission to be paid to the Distributor (the“Minimum Price”). The Fund and the Distributor will determine whether any sales of Common Shares will be authorizedon a particular day. The Fund and the Distributor, however, will not authorize sales of Common Shares if the price pershare of the Common Shares is less than the Minimum Price. The Fund and the Distributor may elect not to authorizesales of Common Shares on a particular day even if the price per share of the Common Shares is equal to or greater thanthe Minimum Price, or may only authorize a fixed number of Common Shares to be sold on any particular day. The Fundand the Distributor will have full discretion regarding whether sales of Common Shares will be authorized on a particularday and, if so, in what amounts. The Distributor may enter into sub-placement agent agreements with one or more selected dealers. The Distributorhas entered into a sub-placement agent agreement, dated May 20, 2025 (the “Sub-Placement Agent Agreement”) withUBS Securities LLC (the “Sub-Placement Agent”), relating to the Common Shares offered by this Prospectus Supplementand the accompanying Prospectus. In accordance with the terms of the Sub-Placement Agent Agreement, the Fund mayoffer and sell its Common Shares from time to time through the Sub-Placement Agent as sub-placement agent for the offerand sale of its Common Shares. The Fund will compensate the Distributor with respect to sales of Common Shares at acommission rate of 1.00% of the gross proceeds of the sale of Common Shares. Out of this commission, the Distributorwill compensate the Sub-Placement Agent at a rate of up to 0.80% of the gross sales proceeds of the sale of the CommonShares sold by the Sub-Placement Agent. Investing in the Fund’s Common Shares involves certain risks. You could lose some or all of yourinvestment. See “Risks” beginning on page 46 of the accompanying Prospectus. You should consider carefully theserisks together with all of the other information contained in this Prospectus Supplement and the accompanyingProspectus before making a decision to purchase the Fund’s Common Shares. Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission hasapproved or disapproved of these securities or determined if this Prospectus Supplement or the accompanyingProspectus is truthful or complete. Any representation to the contrary is a criminal offense. Prospectus Supplement dated May 20, 2025 (continued on following page) Principal Investment Strategies.The Fund seeks to achieve its investment objective by pursuing a tactical assetallocation strategy and opportunistically investing under normal circumstances in closed-end funds, exchange-traded funds(“ETFs”),business development companies(“BDCs”and collectively,“Underlying Funds”)and special purposeacquisition companies (“SPACs”). Under normal market conditions, the Fund wi