UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement |
On March 26, 2024, Gladstone Commercial Corporation, a Maryland corporation (the “Company”), and its operating partnership, Gladstone Commercial Limited Partnership, a majority-owned, consolidated subsidiary of the Company and a Delaware limited partnership, entered into Amendment No. 1 to the At-the-Market Equity Offering Sales Agreement (the “Amendment”), dated March 3, 2023, with BofA Securities, Inc., Goldman Sachs & Co. LLC, Robert W. Baird & Co. Incorporated, KeyBanc Capital Markets Inc. and Fifth Third Securities, Inc. (each, a “Sales Agent” and collectively, the “Sales Agents”), pursuant to which the Company may sell shares of its common stock, par value $0.001 per share (the “Shares”), from time to time through the Sales Agents, each acting as sales agent and/or principal. Among other things, the Amendment gives effect to the Company’s filing of a new registration statement on Form S-3 (File No. 333-277877) (the “New Registration Statement”), which became effective on March 21, 2024.
The Shares will be issued pursuant to the New Registration Statement. The Company has filed a prospectus supplement, dated March 26, 2024, to the prospectus, dated March 21, 2024, with the U.S. Securities and Exchange Commission in connection with the offer and sale of an aggregate offering amount of $250.0 million of Shares.
The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 1.1 and incorporated herein by reference.
In connection with the filing of the Amendment, the Company is also filing (i) the opinion of Venable LLP regarding the legality of shares as Exhibit 5.1 and (ii) the opinion of Squire Patton Boggs (US) LLP regarding certain tax matters as Exhibit 8.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits |
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
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.
| Gladstone Commercial Corporation (Registrant) | ||
| By: | /s/ Gary Gerson | |
| (Gary Gerson, Chief Financial Officer) | ||
Dated: March 26, 2024