GLADSTONE COMMERCIAL CORP false 0001234006 0001234006 2021-06-21 2021-06-21 0001234006 us-gaap:CommonStockMember 2021-06-21 2021-06-21 0001234006 us-gaap:SeriesDPreferredStockMember 2021-06-21 2021-06-21 0001234006 us-gaap:SeriesEPreferredStockMember 2021-06-21 2021-06-21

 

 

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): June 21, 2021

 

 

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, $0.001 par value per share   GOOD   Nasdaq Global Select Market
7.00% Series D Cumulative Redeemable Preferred Stock, par value $0.001 per share   GOODM   Nasdaq Global Select Market
6.625% Series E Cumulative Redeemable Preferred Stock, par value $0.001 per share   GOODN   Nasdaq Global Select Market

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 7.01. Regulation FD Disclosure.

On June 21, 2021, Gladstone Commercial Corporation (the “Company”) issued a press release (the “Offering Press Release”) announcing that it is commencing an underwritten public offering of shares of its newly designated Series G Cumulative Redeemable Preferred Stock (the “Series G Preferred Stock”) pursuant to its shelf registration statement on Form S-3 (File No. 333-236143). The public offering price and other terms are to be determined by negotiations between the Company and the underwriters. In addition, the Company expects to grant to the underwriters a 30-day option to purchase additional shares of Series G Preferred Stock on the same terms and conditions. The Offering Press Release also provides that the Company intends to use the net proceeds of the sale of the Series G Preferred Stock to optionally redeem all outstanding shares of its 7.00% Series D Cumulative Redeemable Preferred Stock, with any remaining proceeds to repay a portion of the indebtedness outstanding under the Company’s credit facility and for other general corporate purposes.

A copy of the Offering Press Release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Pursuant to the rules and regulations of the Securities and Exchange Commission, the information set forth in this Item 7.01 and in the attached exhibits is deemed to be furnished and shall not be deemed to be filed.

Item 9.01. Financial Statements and Exhibits.

(d)     Exhibits.

 

Exhibit No.

  

Description

99.1    Offering Press Release dated June 21, 2021.
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)

June 21, 2021     By:  

    /s/ Gary Gerson

     

    Gary Gerson

    Chief Financial Officer