GLADSTONE LAND CORPORATION (NASDAQ:LAND) Files An 8-K Unregistered Sales of Equity Securities
Item 3.02.          Unregistered Sales of Equity Securities.

On October 7, 2016, a wholly-owned subsidiary (the “Purchaser”) of Gladstone Land Limited Partnership (the “Operating Partnership”), the operating partnership of Gladstone Land Corporation (the “Company”), entered into an agreement of purchase and sale of property with a seller (the “Seller”), which Seller is unrelated to the Company (the “Purchase Agreement”). Additionally, the Purchaser, collectively with the Operating Partnership and certain other affiliated entities entered into an agreement for the contribution and transfer of property (the “Contribution Agreement” and, together with the Purchase Agreement, the “Agreements”) with the Seller.

The Agreements collectively provided for the acquisition by the Company or its designee of certain real property located in Colorado (the “Property”) for total consideration of approximately $9.8 million in cash and approximately $3.3 million in units of limited partnership interests of the Operating Partnership (“OP Units”), exclusive of closing costs and subject to certain credits and debits as set forth in the Agreements.

On November 23, 2016, each of the Agreements were amended to adjust the total consideration for the Property to be approximately $9.1 million in cash and approximately $3.0 million in OP Units. All other terms of the Agreements remained unchanged.

Following a one-year holding period, the OP Units will be redeemable for cash or, at the Company’s discretion, exchangeable for shares of common stock of the Company, par value $0.001 per share, in accordance with the terms of the partnership agreement of the Operating Partnership.

The exchange of the OP Units to the Contribution Agreement will be consummated without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemption from registration in Section 4(a)(2) of the Securities Act as transactions not involving any public offering. No sales commission or other consideration will be paid in connection with such sale.

About GLADSTONE LAND CORPORATION (NASDAQ:LAND)

Gladstone Land Corporation is an externally-managed, agricultural real estate investment trust (REIT). The Company is engaged in the business of owning and leasing farmland. The Company’s segment is farmland and farm-related properties. The Company is engaged in leasing its farms to independent farming operations and corporate farming operations. The Company owns approximately 43 farms consisting of over 16,810 total acres across six states in the United States (Arizona, California, Florida, Michigan, Nebraska and Oregon). The Company also owns approximately three cooling facilities and one facility utilized for the storage and assembly of boxes for shipping produce (a box barn). These properties are leased to approximately 33 different, unrelated tenants that are either independent or corporate farming operations. It also leases a small parcel on one of its properties to an oil company. Its properties include San Andreas, West Gonzales, West Beach, Dalton Lane and Keysville Road.

GLADSTONE LAND CORPORATION (NASDAQ:LAND) Recent Trading Information

GLADSTONE LAND CORPORATION (NASDAQ:LAND) closed its last trading session down -0.13 at 10.91 with 18,782 shares trading hands.