GLADSTONE COMMERCIAL CORP false 0001234006 0001234006 2023-02-09 2023-02-09 0001234006 us-gaap:CommonStockMember 2023-02-09 2023-02-09 0001234006 good:A6.625SeriesECumulativeRedeemablePreferredStockMember 2023-02-09 2023-02-09 0001234006 good:A7.00SeriesDCumulativeRedeemablePreferredStockMember 2023-02-09 2023-02-09

 

 

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 9, 2023

 

 

Gladstone Commercial Corporation

(Exact Name of Registrant as Specified in Charter)

 

 

 

Maryland   001-33097   02-0681276

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification Number)

1521 Westbranch Drive, Suite 100, McLean, Virginia 22102

(Address of Principal Executive Offices) (Zip Code)

(703) 287-5800

(Registrant’s telephone number, including area code)

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:

 

  ☐

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   GOOD   Nasdaq Global Select Market LLC
6.625% Series E Cumulative Redeemable Preferred Stock, par value $0.001 per share   GOODN   Nasdaq Global Select Market LLC
6.00% Series G Cumulative Redeemable Preferred Stock, par value $0.001 per share   GOODO   Nasdaq Global Select Market LLC

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.

Amendment to Dealer Manager Agreement

On February 9, 2023, Gladstone Commercial Corporation, a Maryland corporation (the “Company”), entered into that certain First Amendment (the “Amendment”) to its existing Dealer Manager Agreement, dated February 20, 2020 (the “Dealer Manager Agreement”), with Gladstone Securities, LLC, a Connecticut limited liability company. The amendment permits shares of the Company’s 6.00% Series F Cumulative Redeemable Preferred Stock, par value $0.001 per share (“Series F Preferred Stock”), to be issued pursuant to the Dealer Manager Agreement under the Company’s Registration Statement on Form S-3 (File No. 333-268549) and future registration statements on Form S-3. The Company will file a prospectus supplement, also dated February 9, 2023, to the prospectus dated November 23, 2022, with the Securities and Exchange Commission in connection with the continuous offering of Series F Preferred Stock.

The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the entire Amendment, a copy of which is attached hereto as Exhibit 1.1 and incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
No.

   

Description

  1.1    First Amendment to Dealer Manager Agreement, dated as of February 9, 2023, by and between Gladstone Commercial Corporation and Gladstone Securities, LLC.
  5.1    Opinion of Venable LLP.
  8.1    Tax Opinion of Bass, Berry & Sims PLC.
23.1    Consent of Venable LLP (included in Exhibit 5.1).
23.2    Consent of Bass, Berry & Sims PLC (including in Exhibit 8.1).
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    Gladstone Commercial Corporation
   

(Registrant)

February 9, 2023     By:  

/s/ Gary Gerson

      Gary Gerson
      Chief Financial Officer
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