Current Report Filing (8-k)
February 24 2021 - 4:13PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): February 24, 2021 (February 23, 2021)
Gladstone Investment Corporation
(Exact Name of Registrant as Specified in Charter)
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Delaware
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814-00704
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83-0423116
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification Number)
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1521 Westbranch Drive, Suite 100, McLean, Virginia 22102
(Address of Principal Executive Offices) (Zip Code)
(703) 287-5800
(Registrants telephone number, including area code)
N/A
(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:
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading
Symbol(s)
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Name of Each Exchange
on Which Registered
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Common Stock, $0.001 par value per share
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GAIN
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The Nasdaq Stock Market LLC
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6.250% Series D Cumulative Term Preferred Stock, $0.001 par value per share
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GAINM
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The Nasdaq Stock Market LLC
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6.375% Series E Cumulative Term Preferred Stock, $0.001 par value per share
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GAINL
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The Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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.
On February 23, 2021, Gladstone Investment Corporation (the Company) entered into an underwriting agreement (the Underwriting
Agreement) by and among the Company, Gladstone Management Corporation, Gladstone Administration, LLC and Janney Montgomery Scott LLC, as representative of the several underwriters named therein, in connection with the issuance and sale of
$111.25 million aggregate principal amount of the Companys 5.00% Notes due 2026 (the Offering). The closing of the Offering is expected to occur on March 2, 2021, subject to customary closing conditions.
The Offering was made pursuant to the Companys effective shelf registration statement on Form N-2 (Registration
No. 333232124) previously filed with the Securities and Exchange Commission, as supplemented by a preliminary prospectus supplement dated February 23, 2021, the pricing term sheet dated February 23, 2021 and a final prospectus
supplement dated February 23, 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 description above is only a summary of the material provisions of the Underwriting Agreement and is qualified in its entirety by reference to a copy 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 8.01. Other Events.
On February 23, 2021,
the Company issued a press release announcing that it plans to redeem all of the outstanding shares of its 6.25% Series D Cumulative Term Preferred Stock due 2023, contingent upon the Companys successful completion of the Offering. A copy of
the press release is included as Exhibit 99.1 to this report and is incorporated herein by reference.
Item 9.01. Financial Statements and
Exhibits.
(d) Exhibits.
SIGNATURE
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.
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Gladstone Investment Corporation
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Date: February 24, 2021
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By:
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/s/ Julia Ryan
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Julia Ryan
Chief Financial Officer and
Treasurer
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