~~Washington,~~UNITED ~~D.C. 20549~~STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~ SECTION 13 orOR 15(dD) ~~of the Securities Exchange Act of 1934~~

~~Date~~OF ofTHE ~~report~~SECURITIES ~~(Date~~EXCHANGE ofACT ~~earliest event~~OF ~~reported): April 13, 2022 (April 12, 2022)~~1934

~~RIVERNORTH~~Date ~~OPPORTUNITIES~~of ~~FUND~~report (Date of earliest event reported) May 20, ~~INC.~~2024

~~(Exact~~RiverNorth ~~Name~~Opportunities ofFund, ~~Registrant as Specified in Charter)~~Inc.

Maryland	811-22472	46-4084978
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
1290 Broadway, Suite 1000
Denver, Colorado 80203		80203
(Address of Principal Executive Offices)		(Zip Code)

(Exact Name of Registrant as Specified in Its Charter)

~~Registrant’s telephone number, including area code: (303) 623-2577~~Massachusetts

(State or Other Jurisdiction of Incorporation)

811-22472		46-4084978
(Commission File Number)		(IRS Employer Identification No.)

360 South Rosemary Avenue, Suite 1420 West Palm Beach, FL		33401
(Address of Principal Executive Offices)		(Zip Code)

(303) 623-2577

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(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
Shares of Common Stock	RIV	New York Stock Exchange
6.00% Series A Perpetual Preferred Shares (Liquidation Preference $25.00)	RIV PRA	New York Stock Exchange

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common shares	RIV	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 any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ [ ]

Item 15.~~01.~~03 ~~Entry~~Amendments ~~into~~to aArticles ~~Material~~of ~~Definitive~~Incorporation ~~Agreement~~or Bylaws; Change in Fiscal Year.

On ~~April~~May 1214-15, ~~2022~~2024, ~~RiverNorth Opportunities Fund, Inc. (NYSE: RIV) (~~the ~~“Fund”)~~Board ~~entered~~of ~~into~~Directors ~~an underwriting agreement~~ (the “~~Underwriting Agreement~~Board”) byof ~~and~~RiverNorth ~~among~~Opportunities ~~the~~ Fund, ~~ALPS Advisors,~~ Inc., ~~RiverNorth~~(the ~~Capital~~“Fund”) ~~Management,~~approved ~~LLC,~~a ~~and~~change ~~UBS~~to ~~Securities~~the ~~LLC,~~Fund’s ~~Morgan~~fiscal ~~Stanley~~year &end ~~Co.~~from ~~LLC,~~July 31 ~~and~~to ~~RBC Capital Markets~~June 30, ~~LLC,~~beginning aswith ~~representatives of~~ the ~~underwriters~~current ~~named~~fiscal ~~in Exhibit A thereto~~year, inwhich ~~connection~~will ~~with~~now ~~the~~end ~~issuance~~on ~~and sale of 3~~June 30,~~400,000~~ ~~shares of the Fund’s 6~~2024.~~00%~~ ~~Series~~The Achange ~~Perpetual~~will ~~Preferred~~be ~~Shares,~~reflected ~~par~~in ~~value $0.0001 per share (~~the ~~“Preferred Shares”)~~ atFund’s aannual ~~price~~report toon ~~the~~Form N-CSR for ~~public of $25.00 per share (~~the ~~“Offering”).~~period ~~Pursuant to the terms of the Underwriting Agreement~~August 1, ~~the~~2023 ~~Fund granted the Underwriters a 30-day option~~ to ~~purchase~~June 30, ~~severally~~2024. ~~and~~The ~~not~~press ~~jointly,~~release updisclosing this tochange anis ~~additional~~attached ~~510,000~~hereto ~~Preferred~~as ~~Shares~~Exhibit 99.1.

~~The~~Item Offering has been made pursuant a preliminary prospectus supplement, dated April 5, 2022 and prospectus supplement, dated April 12, 2022 and the accompanying prospectus, dated January 25, 2022, each of which constitute part of the Fund’s effective shelf registration statement on Form N-2 (File No9.01 ~~333-~~Financial ~~261239)~~Statements ~~previously filed with the Securities~~ and ~~Exchange Commission (the “Registration Statement”)~~Exhibits.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement filed with this report as Exhibit 1.1 and incorporated herein by reference.

(d)	Exhibits
99.1	Press Release, dated May 20, 2024

In connection with the offering of the Preferred Shares, the Fund entered into an amendment, effective as of April 12, 2022, to the Transfer Agency, Registrar and Dividend Disbursing Agency Agreement (the “Transfer Agency Agreement”) with DST Systems, Inc. to provide services with respect to the Preferred Shares.SIGNATURE

~~The~~Pursuant ~~foregoing~~to ~~description~~the isrequirements ~~only a summary~~ of the ~~amendment~~Securities toExchange ~~the~~Act ~~Transfer Agency Agreement and is qualified in its entirety by reference to the text~~ of ~~the amendment~~1934, to the ~~Transfer~~Registrant ~~Agency~~has ~~Agreement~~duly ~~filed~~caused ~~with~~ this report asto ~~Exhibit~~be ~~10.1~~signed ~~and~~on ~~incorporated~~its ~~herein~~behalf by ~~reference~~the undersigned hereunto duly authorized.

~~Item~~RiverNorth 5Opportunities Fund, Inc.~~03.~~ ~~Amendments~~By: to/s/ ~~Articles~~Patrick ofW. ~~Incorporation~~Galley orName: ~~Bylaws;~~Patrick ~~Change~~W. inGalley ~~Fiscal~~Title: ~~Year.~~President

OnDate: ~~March~~May 1722, 2022, the Board of the Fund approved articles supplementary (the “Articles Supplementary”) establishing and fixing the rights and preferences of the Preferred Shares. The Articles Supplementary authorized 3,910,000 Preferred Shares, liquidation preference $25.00 per share. A copy of the Articles Supplementary is filed as Exhibit 3.1 to this report and incorporated herein by reference.2024

Item 8.01. Other Events.

On April 12, 2022, the Fund conducted the Offering pursuant to the Fund’s Registration Statement. A copy of the opinion of McDermott Will & Emery LLP relating to the legality of the Preferred Shares is filed as Exhibit 5.1 to this report.

The Fund incorporates by reference the exhibits filed herewith into the Registration Statement.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

	1.1	Underwriting Agreement, dated April 12, 2022, by and among the Fund, ALPS Advisors, Inc., RiverNorth Capital Management, LLC, and UBS Securities LLC, Morgan Stanley & Co. LLC, and RBC Capital Markets, LLLC as representatives of the underwriters named in Exhibit A thereto
	3.1	Articles Supplementary of Perpetual Preferred Shares
	5.1	Opinion of McDermott Will & Emery LLP
	10.1	Amendment, effective as of April 12, 2022 to the Transfer Agency, Registrar and Dividend Disbursing Agency Agreement between the Fund and DST Systems, Inc.
	23.1	Consent of Dechert LLP
	99.1	Pricing Press Release

SIGNATURES

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, thereunto duly authorized.

	RiverNorth Opportunities Fund, Inc.
Date: April 13, 2022	By:	/s/ Kathryn Burns
		Kathryn Burns
		President

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