RiverNorth Opportunities Fund美股招股说明书(2026-08-14版)

RiverNorth Opportunities Fund, Inc. (the “Fund”) has entered into a distribution agreement, dated August 14,2026 (the “Distribution Agreement”) with ALPS Distributors, Inc. (the “Distributor”), relating to the Fund’s shares ofcommon stock, $0.0001 par value per share (the “Common Shares”), offered by this Prospectus Supplement and theaccompanying Prospectus. In accordance with the terms of the Distribution Agreement, the Fund may offer and sell up to15,000,000 of the Fund’s Common Shares from time to time through the Distributor. Under the Investment Company Actof 1940, as amended (the “1940 Act”), the Fund may not sell any Common Shares at a price below the current net assetvalue (“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 in December 2015. The Fund’sinvestment 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 July 16, 2026, the last reported sale price for the Fund’s Common Shares was $11.53 per Common Share. As of July 16,2026, the last reported NAV for the Fund’s Common Shares was $11.96. 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 of 1933, as amended (the “Securities Act”), including sales made directly on the NYSE or sales made toor through a market maker other than on an exchange. The minimum price on any day at which Common Shares may besold will not be less than the then current NAV per Common Share plus the per Common Share amount of the commissionto be paid to the Distributor (the “Minimum Price”). The Fund and the Distributor will determine whether any sales ofCommon Shares will be authorized on a particular day. The Fund and the Distributor, however, will not authorize sales ofCommon Shares if the price per share of the Common Shares is less than the Minimum Price. The Fund and theDistributor may elect not to authorize sales of Common Shares on a particular day even if the price per share of theCommon Shares is equal to or greater than the Minimum Price, or may only authorize a fixed number of Common Sharesto be sold on any particular day. The Fund and the Distributor will have full discretion regarding whether sales ofCommon Shares will be authorized on a particular day 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 August 14, 2026 (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 0.90% of the gross sales proceeds of the sale of the CommonShares sold by the Sub-Placement Agent. The Fund’s investment adviser, RiverNorth Capital Management, LLC (the “Adviser”), may, from time to time, inits sole discretion, pay some or all of the commissions payable under the Distribution Agreement or make additionalsupplemental payments to ensure that the sales price per Common Share in connection with all of the offerings madehereunder will not be less than the Fund’s current NAV per share. Any such payments made by the Adviser will not besubject to reimbursement by the Fund. Investing in the Fund’s Common Shares involves certain risks. You could lose some or all of yourinvestment. See “Risks” beginning on page 39 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 August 14, 2026 Principal Investment Strategies.The Fund seeks to achieve its investment objective by pursuing a tactical assetallocation strategy and opportunistically investing under normal