GLADSTONE CAPITAL CORP false 0001143513 0001143513 2024-04-01 2024-04-01 0001143513 glad:CommonSharesMember 2024-04-01 2024-04-01 0001143513 us-gaap:DeferrableNotesMember 2024-04-01 2024-04-01

 

 

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): April 1, 2024

 

 

Gladstone Capital Corporation

(Exact Name of Registrant as Specified in Charter)

 

 

 

Maryland   814-00237   54-2040781

(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)

 

(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

 

Name of each exchange

on which registered

Common Stock, $0.001 par value per share   GLAD   The Nasdaq Stock Market LLC
7.75% notes due 2028   GLADZ   The Nasdaq Stock Market LLC

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. ☐

 

 

 


Item 7.01

Regulation FD Disclosures.

On April 1, 2024, Gladstone Capital Corporation (the “Company”) announced that its Board of Directors has approved a 1-for-2 reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding common stock, par value $0.001 per share. The Company will file Articles of Amendment (the “Amendment”) with the State Department of Assessments and Taxation of Maryland pursuant to the Maryland General Corporation Law and the Reverse Stock Split will become effective at 4:00 p.m. Eastern Time on April 4, 2024. The Reverse Stock Split will be effective for purposes of trading as of the opening of business on the Nasdaq Global Select Market on April 5, 2024. The Company’s Series A Preferred Stock will not be subject to the Reverse Stock Split and will remain unchanged.

A copy of the press release announcing the Reverse Stock Split is furnished as Exhibit 99.1 and incorporated herein by reference.


Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
No.

  

Description

99.1    Press Release issued by Gladstone Capital Corporation on April 1, 2024.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).


SIGNATURE

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 Capital Corporation
Date: April 1, 2024     By:  

/s/ Nicole Schaltenbrand

      Nicole Schaltenbrand
      Chief Financial Officer & Treasurer