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:

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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. ☐

 

 

 

On May 31, 2023, Gladstone Capital Corporation, a Maryland corporation (the “Company”), entered into a dealer manager agreement (the “Dealer Manager Agreement”), with Gladstone Securities, LLC, a Connecticut limited liability company and affiliate of the Company (the “Dealer Manager”), whereby the Dealer Manager will serve as the Company’s exclusive dealer manager in connection with the Company’s offering (the “Offering”) of up to 6,000,000 shares of 6.25% Series A Cumulative Redeemable Preferred Stock of the Company, par value $0.001 per share (the “Series A Preferred Stock”), on a “reasonable best efforts” basis (the “Offering”). The Series A Preferred Stock is registered with the SEC pursuant to a registration statement on the same may be amended and/or supplemented (the “Registration Statement”), under the Securities Act of 1933, as amended, and will be offered and sold pursuant to a prospectus supplement, dated May 31, 2023, and a base prospectus dated December 22, 2021 relating to the Registration Statement (the “Prospectus”).

Under the Dealer Manager Agreement, the Dealer Manager will provide certain sales, promotional and marketing services to the Company in connection with the Offering, and the Company will pay the Dealer Manager (i) selling commissions of 7.0% of the gross proceeds from sales of Series A Preferred Stock in the Offering, and (ii) a dealer manager fee of 3.0% of the gross proceeds from sales of Series A Preferred Stock in the Offering. The Dealer Manager may, in its sole discretion, reallow a portion of the dealer manager fee to participating broker-dealers in support of the Offering.

The terms of the Dealer Manager Agreement were approved by the Company’s board of directors (the “Board”), including all of its independent directors.

Pursuant to the Dealer Manager Agreement, the Company has agreed to indemnify the Dealer Manager and participating broker-dealers, and the Dealer Manager has agreed to indemnify the Company, against certain losses, claims, damages and liabilities, including but not limited to those arising out of (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any post-effective amendment thereto or in the Prospectus, (ii) the omission or alleged omission to state in the Registration Statement (including the Prospectus as a part thereof) or any post-effective amendment thereto a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or the omission or alleged omission to state therein a material act required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

The foregoing description of the Dealer Manager Agreement is a summary and is qualified in its entirety by the terms of the Dealer Manager Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on incorporated by reference herein.

The authorization and issuance of the Series A Preferred Stock, pursuant to the Series A Articles Supplementary (as defined below) materially impacts the rights of the holders of the Company’s common stock, par value $0.001 per share (the “Common Stock”) as follows: (i) the Series A Articles Supplementary prohibit the Company from issuing dividends or making distributions to the holders of its Common Stock while any shares of Series A Preferred Stock are outstanding, unless all accumulated and unpaid dividends on the Series A Preferred Stock are paid in their entirety; (ii) the holders of the Series A Preferred Stock, together with the holders of the any future series of preferred stock, have the right to elect two directors of the Company;(iii) in the event that the Company owes accumulated dividends, whether or not earned or declared, on its Series A Preferred Stock equal to at least two full years of dividends, the holders of the Series A Preferred Stock have the right to elect a majority of the Board; (iv) the Series A Preferred Stock have a liquidation preference equal to $25.00 per share (“Liquidation Preference”) plus accrued but unpaid dividends in the event of an acquisition, dissolution, liquidation or winding up of the Company; and (v) the holders of Series A Preferred Stock generally vote together with the holders of the Common Stock.

On May 31, 2023, the Company filed Articles Supplementary with the State Department of Assessments and Taxation of Maryland, pursuant to which the Board reclassified and designated 930,000 authorized but unissued Term Preferred Shares, 6.00% Series 2024, 4,510,000 authorized but unissued Term Preferred Shares without designation as to series and 560,000 authorized but unissued shares of Common Stock as 6,000,000 shares of Series A Preferred Stock with the preferences, rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of repurchase set forth therein (the “Series A Articles Supplementary”). The Series A Articles Supplementary did not increase the Company’s authorized capitalization. The foregoing description of the Series A Articles Supplementary is a summary and is qualified in its entirety by the terms of the Series A Articles Supplementary, a copy of which is filed as Exhibit 3.1 to this Current Report on Form and incorporated by reference herein. The following is a summary of the material terms of the Series A Articles Supplementary:

 

The foregoing description of the Series A Articles Supplementary is a summary and is qualified in its entirety by the terms of the Series A Articles Supplementary, a copy of which is filed as Exhibit 3.1 to this Current Report on incorporated by reference herein.

 

On May 31, 2023, the Company issued a press release (the “Press Release”) announcing the Offering of the Series A Preferred Stock. A copy of the Press Release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Pursuant to the rules and regulations of the SEC, the information in this Item 7.01 disclosure, including Exhibit 99.1 and information set forth therein, is deemed to have been furnished and shall not be deemed to be “filed” under the Securities Exchange Act of 1934, as amended.

 

(d).

 

 

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.