Form 8-K SARATOGA INVESTMENT CORP For: Mar 13
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On July 30, 2021, Saratoga Investment Corp. (the “Company”) established an “at-the-market” offering (the “ATM Program”), pursuant to which the Company may sell, from time to time through the distribution agents, shares of the Company’s common stock, par value $0.001 per share (the “Shares”).
On March 13, 2026, in connection with the effectiveness of the Company’s shelf registration statement on Form N-2 (333-292765) (the “Registration Statement”), the Company and Saratoga Investment Advisors, LLC (the “Adviser”) entered into amendment no. 5 (“Amendment No. 5”) to the equity distribution agreement (as amended, the “Equity Distribution Agreement”) with Lucid Capital Markets, LLC (“Lucid”), Ladenburg Thalmann & Co. Inc. (“Ladenburg”), Compass Point Research & Trading, LLC (“Compass Point”), and Raymond James & Associates, Inc. (“Raymond James” and together with Lucid, Ladenburg, and Compass Point, the “Agents”). Amendment No. 5 was entered into by and among the Company, the Adviser and the Agents to, among other things, reflect the migration of the ATM Program to the Registration Statement from the Company's previous shelf registration statement on Form N-2 (File No. 333-269186).
Further details regarding the Equity Distribution Agreement, as amended by Amendment No. 5, and the ATM Program are set forth in the Company’s prospectus supplement, dated March 13, 2026 (the “ATM Prospectus Supplement”), and the accompanying prospectus, dated March 11, 2026 (together with the ATM Prospectus Supplement, including, in each case, any information incorporated by reference therein, the “Prospectus”), filed by the Company with the Securities and Exchange Commission.
The foregoing description of Amendment No. 5 is not complete and is qualified in its entirety by reference to the full text of Amendment No. 5, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference. A copy of the opinion of Eversheds Sutherland (US) LLP relating to the legality of the issuance and sale of the Shares pursuant to the Prospectus is attached as Exhibit 5.1 hereto.
The Shares, if any, will be issued pursuant to the Registration Statement and the Prospectus, as supplemented from time to time.
This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 5.1 | Opinion of Eversheds Sutherland (US) LLP | |
| 10.1 | Amendment No. 5, dated March 13, 2026, to Equity Distribution Agreement by and among Saratoga Investment Corp., Saratoga Investment Advisors, LLC, Lucid Capital Markets, LLC, Ladenburg Thalmann & Co. Inc., Compass Point Research & Trading, LLC, and Raymond James & Associates, Inc. | |
| 23.1 | Consent of Eversheds Sutherland (US) LLP (contained in Exhibit 5.1 hereto) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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 hereunto duly authorized.
| SARATOGA INVESTMENT CORP. | ||
| Date: March 13, 2026 | By: | /s/ Henri J. Steenkamp |
| Name: | Henri J. Steenkamp | |
| Title: | Chief Financial Officer, Chief Compliance Officer, Treasurer and Secretary | |
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ATTACHMENTS / EXHIBITS