Gladstone Investment Corporation (NASDAQ:GAIN) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
On February22, 2018, Gladstone Investment Corporation (the “Company”), Gladstone Management Corporation and Gladstone Administration LLC entered into Sales Agreements (the “Sales Agreements”) with Cantor Fitzgerald& Co., Ladenburg Thalmann& Co. Inc. and Wedbush Securities Inc., respectively (the “Sales Agents”), under which the Company may, from time to time, issue and sell through the Sales Agents, shares of the Company’s common stock, par value $0.001 per share, up to an aggregate amount of $35,000,000 (the “Shares”), based upon instructions from the Company (including, at a minimum, the number of Shares to be offered, the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one day and any minimum price below which sales may not be made). Sales of Shares through the Sales Agents, if any, will be executed by means of either ordinary brokers’ transactions on the Nasdaq Global Select Market in accordance with Rule153 under the Securities Act of 1933, as amended, or such other sales of the Shares as shall be agreed by the Company and the respective Sales Agent, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. The Sales Agents will be entitled to compensation under the terms of the Sales Agreements at a commission of up to 2.0% of the gross sales price per share of common stock sold to the Sales Agreements.
The offering of shares of common stock to the Sales Agreements will terminate upon the earlier of (1)the sale of shares of common stock having an aggregate offering price of $35,000,000 or (2)the termination of the Sales Agreements by the Company or the Sales Agents.
The foregoing description of terms of the Sales Agreements is qualified in its entirety by reference to the Sales Agreements, which have been previously filed with the Securities and Exchange Commission and are incorporated herein by reference.
| Item 1.01 | Financial Statements and Exhibits. |
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Exhibit No. |
Description |
| 10.1 | Controlled Equity Sales OfferingTM Agreement among the Registrant, Gladstone Management Corporation, Gladstone Administration, LLC and Cantor Fitzgerald & Co., dated February 22, 2018, incorporated by reference to Exhibit 2.h.2 to Post-Effective Amendment No. 6 to the Registration Statement on Form N-2 (File No. 333-204996), filed February 22, 2018. |
| 10.2 | Sales Agreement among the Registrant, Gladstone Management Corporation, Gladstone Administration, LLC and Ladenburg Thalmann & Co. Inc., dated February 22, 2018, incorporated by reference to Exhibit 2.h.3 to Post-Effective Amendment No. 6 to the Registration Statement on Form N-2 (File No. 333-204996), filed February 22, 2018. |
| 10.3 | Sales Agreement among the Registrant, Gladstone Management Corporation, Gladstone Administration, LLC and Wedbush Securities Inc., dated February 22, 2018, incorporated by reference to Exhibit 2.h.4 to Post-Effective Amendment No. 6 to the Registration Statement on Form N-2 (File No. 333-204996), filed February 22, 2018. |
About Gladstone Investment Corporation (NASDAQ:GAIN)
Gladstone Investment Corporation is an externally managed, closed-end, non-diversified management investment company. The Company’s investment objectives are to achieve and grow current income by investing in debt securities of established businesses that it believes will provide stable earnings and cash flow to pay expenses, make principal and interest payments on its outstanding indebtedness and make distributions to stockholders that grow over time, and provide its stockholders with long-term capital appreciation in the value of its assets by investing in equity securities, generally in combination with the aforementioned debt securities, of businesses that it believes can grow over time to permit it to sell its equity investments for capital gains. It has investments in sectors, such as chemicals, plastics, and rubber, and home and office furnishings, house wares, and durable consumer products, among others. Its investment advisor is Gladstone Management Corporation.
