Item 1.01. Entry into a Material Definitive Agreement.

On April 12, 2022, RiverNorth Opportunities Fund, Inc. (NYSE: RIV) (the "Fund") entered into an underwriting agreement (the "Underwriting Agreement") by and among the Fund, ALPS Advisors, Inc., RiverNorth Capital Management, LLC, and UBS Securities LLC, Morgan Stanley & Co. LLC, and RBC Capital Markets, LLC, as representatives of the underwriters named in Exhibit A thereto, in connection with the issuance and sale of 3,400,000 shares of the Fund's 6.00% Series A Perpetual Preferred Shares, par value $0.0001 per share (the "Preferred Shares") at a price to the public of $25.00 per share (the "Offering"). Pursuant to the terms of the Underwriting Agreement, the Fund granted the Underwriters a 30-day option to purchase, severally and not jointly, up to an additional 510,000 Preferred Shares.

The 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 No. 333- 261239) previously filed with the Securities and Exchange Commission (the "Registration Statement").

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.

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.

The foregoing description is only a summary of the amendment to the Transfer Agency Agreement and is qualified in its entirety by reference to the text of the amendment to the Transfer Agency Agreement filed with this report as Exhibit 10.1 and incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


           Year.

On March 17, 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.




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

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