Item 1.01. Entry into a Material Definitive Agreement.

Underwriting Agreement

On March 3, 2021, Saratoga Investment Corp. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") by and among the Company, Saratoga Investment Advisors, LLC and Raymond James & Associates, Inc., as representative of each of the several underwriters named in Exhibit A thereto, in connection with the issuance and sale of $50.0 million aggregate principal amount of the Company's 4.375% Notes due 2026 (the "Offering"). The closing of the Offering is expected to occur on March 10, 2021, subject to customary closing conditions.

The Offering was made pursuant to the Company's effective shelf registration statement on Form N-2 (Registration No. 333-227116) previously filed with the Securities and Exchange Commission (the "SEC"), as supplemented by a preliminary prospectus supplement dated March 3, 2021, a final prospectus supplement dated March 3, 2021, and the pricing term sheet filed with the SEC on March 3, 2021. 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.

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, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 is hereby incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits



Exhibit No.   Description

1.1             Underwriting Agreement, dated as of March 3, 2021, by and among
              Saratoga Investment Corp., Saratoga Investment Advisors, LLC and Raymond
              James & Associates, Inc.

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