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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of report (Date of earliest event reported): January 23, 2026
SARATOGA
INVESTMENT CORP.
(Exact
Name of Registrant as Specified in Charter)
| Maryland |
|
814-00732 |
|
20-8700615 |
(State
or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
|
535 Madison Avenue
New York, New York
|
|
10022
|
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s
telephone number, including area code (212) 906-7800
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 (see General Instruction A.2. below):
| ☐ |
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 |
| Common Stock, par value $0.001 per share |
|
SAR |
|
The
New York Stock Exchange |
| 6.00%
Notes due 2027 |
|
SAT |
|
The
New York Stock Exchange |
| 8.00%
Notes due 2027 |
|
SAJ |
|
The
New York Stock Exchange |
| 8.125%
Notes due 2027 |
|
SAY |
|
The
New York Stock Exchange |
| 8.50%
Notes Due 2027 |
|
SAZ |
|
The
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
1.01 | Entry
into a Material Definitive Agreement. |
In
connection with the issuance and sale of the 7.25% Senior Unsecured Notes due May 1, 2030 (the “Notes” and the issuance and
sale of the Notes, the “Offering”) of Saratoga Investment Corp. (the “Company”), the Company entered into a Registration
Rights Agreement, dated as of January 23, 2026 (the “Registration Rights Agreement”), with the institutional purchaser in
the Offering (the “Purchaser”). Pursuant to the Registration Rights Agreement, the Company is obligated to file with the
Securities and Exchange Commission a registration statement with respect to an offer to exchange the Notes for a new issue of debt securities
registered under the Securities Act of 1933, as amended (the “Securities Act”), with terms substantially identical to those
of the Notes (except for provisions relating to transfer restrictions and payment of additional interest) and to use its commercially
reasonable efforts to consummate such exchange offer on the earliest practicable date after the registration statement has been declared
effective but in no event later than 365 days after the initial issuance of the Notes. If the Company fails to satisfy its registration
obligations under the Registration Rights Agreement, the Company will be required to pay additional interest to the holder of the Notes.
The
description above is only a summary of the material provisions of the Registration Rights Agreement and is qualified in its entirety
by reference to the Registration Rights Agreement, which is filed as an exhibit hereto and incorporated by reference herein.
| Item
2.03 | Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
of Registrant. |
The
information contained in Items 1.01 and 8.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
On
January 23, 2026, the Company entered into a Note Purchase Agreement (the “Note Purchase Agreement”) with the Purchaser,
which Note Purchase Agreement relates to the Company’s sale of $50,000,000 aggregate principal amount of the Notes to the Purchaser
in a private placement in reliance on Section 4(a)(2) of the Securities Act. The Company is relying upon this exemption from
registration based in part on representations made by the Purchaser. The Note Purchase Agreement also includes customary representations,
warranties and covenants by the Company. The Notes have not been registered under the Securities
Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration.
The
Notes will mature on May 1, 2030 and may be redeemed in whole or in part at the Company’s option at any time prior to January
23, 2028 at par plus a “make-whole” premium, and thereafter at par. The Notes bear interest at a rate of 7.25% per year
payable semi-annually on May 1 and November 1 of each year, commencing on May 1, 2026. The Notes are the Company’s direct unsecured
obligations and rank: pari passu with the Company’s other outstanding and future unsecured, unsubordinated indebtedness;
senior to any of the Company’s future indebtedness that expressly provides it is subordinated to the Notes; effectively subordinated
to all of the Company’s existing and future secured indebtedness (including indebtedness that is initially unsecured in respect
of which the Company has granted or subsequently grants security), to the extent of the value of the assets securing such indebtedness;
and structurally subordinated to all existing and future indebtedness and other obligations of any of the Company’s subsidiaries.
The
closing of the private placement occurred on January 23, 2026. The net proceeds from the sale of the Notes were approximately $48.5 million,
based on an offering price of 99.117% per Note, after deducting the placement agent fee and estimated offering expenses of approximately
$1.5 million, each payable by the Company. The Company intends to use the net proceeds to redeem the Company’s outstanding
4.375% Notes due 2026 and for general corporate purposes.
|
Item
9.01. |
Financial
Statements and Exhibits. |
(d) Exhibits
| Exhibit
No. |
|
Description |
| |
|
|
| 4.1 |
|
Registration Rights Agreement, dated as of January 23, 2026, by and between Saratoga Investment Corp. and the institutional purchaser party thereto. |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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:
January 27, 2026 |
By: |
/s/
Henri J. Steenkamp |
| |
Name: |
Henri
J. Steenkamp |
| |
Title: |
Chief
Financial Officer, Chief Compliance Officer, Treasurer and Secretary |
2
