Item 1.02. Termination of a Material Definitive Agreement.

On July 26, 2021, Saratoga Investment Corp. (the "Company") provided written notice to Ladenburg Thalmann & Co. Inc. ("Ladenburg"), BB&T Capital Markets, a division of BB&T Securities, LLC ("BB&T Capital Markets") and B. Riley FBR, Inc. ("FBR", together with Ladenburg and BB&T Capital Markets, the "Agents") of its election to terminate the Equity Distribution Agreement, dated March 16, 2017, by and among the Company, Saratoga Investment Advisors, LLC, a limited liability company organized under the laws of the State of Delaware, and the Agents (the "Equity Distribution Agreement"). The termination of the Equity Distribution Agreement will become effective as of the close of business on July 29, 2021.

The material terms of the Equity Distribution Agreement are summarized in the Company's prospectus supplement on Form 497 filed on March 16, 2017, which is incorporated herein by reference. Such summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Equity Distribution Agreement, filed as Exhibit (h)(2) to the Company's Post-Effective Amendment No. 1 to its Registration Statement on Form N-2 filed on March 16, 2017, which is incorporated herein by reference.

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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