Form 424B3 - Prospectus [Rule 424(b)(3)]
July 19 2023 - 2:19PM
Edgar (US Regulatory)
Filed
pursuant to Rule 424(b)(3)
File
No. 333-269186
Saratoga
Investment Corp.
Up
to $300,000,000
Common
Stock
Supplement
No. 2, dated July 19, 2023
to
Prospectus,
dated March 13, 2023 and
Prospectus
Supplement, dated June 7, 2023
This
supplement amends, supplements or modifies certain information contained in the prospectus supplement, dated June 7, 2023 (the “ATM
Prospectus Supplement”), and the accompanying prospectus, dated March 13, 2023 (the “Base Prospectus,” and together
with the ATM Prospectus Supplement, any supplement thereto, and the documents deemed incorporated by reference in each, the “Prospectus”),
which relate to the sale of shares of common stock of Saratoga Investment Corp. in an “at-the-market” offering (the “ATM
Program”) pursuant to that certain equity distribution agreement (as described below). The terms “we,” “us,”
and “our” refer to Saratoga Investment Corp. and its subsidiaries, unless indicated otherwise.
You
should carefully read the entire Prospectus and this supplement before investing in our common stock. This supplement should be read
in conjunction with the Prospectus. You should also carefully consider the information set forth under the sections entitled “Risk
Factors” on page S-7 of the ATM Prospectus Supplement, page 11 of the Base Prospectus and in our Annual Report on Form 10-K for
the fiscal year ended February 28, 2023, which is incorporated by reference into the Prospectus, as well as in our subsequent filings
with the Securities and Exchange Commission that are incorporated into the Prospectus, before investing in our common stock.
On
July 30, 2021, we established the ATM Program to which the Prospectus relates, and through which we may sell, from time to time through
distribution agents, shares of our common stock. When established, we entered into an equity distribution agreement with Ladenburg
Thalmann & Co. Inc. (“Ladenburg”) and Compass Point Research and Trading, LLC (“Compass Point”) to
sell, from time to time, shares of our common stock under the ATM Program.
This
supplement is being filed to reflect that, on July 19, 2023, we added one additional distribution agent to the ATM Program, Raymond James
& Associates, Inc. (“Raymond James” and, together with Ladenburg and Compass Point, the “Agents”). In connection
with the addition of Raymond James as a distribution agent, we entered into the amendment no. 3, dated July 19, 2023, to the equity distribution
agreement with Ladenburg, Compass Point, and Raymond James.
In
light of the above, each reference to the term “Agent” or “Agents” in the ATM Prospectus Supplement is hereby
amended to include Ladenburg, Compass Point, and Raymond James.
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