UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
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(I.R.S. Employer Identification Number) |
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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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| 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:
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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 (§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 |
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 | ||||||