GLADSTONE INVESTMENT CORPORATION\DE false 0001321741 0001321741 2022-01-08 2022-01-08 0001321741 us-gaap:CommonStockMember 2022-01-08 2022-01-08 0001321741 gainz:M5.00NotesDue2026Member 2022-01-08 2022-01-08 0001321741 gainz:M4.875NotesDue2028Member 2022-01-08 2022-01-08





Washington, D.C. 20549



Form 8-K




Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event Reported): January 10, 2022 (January 8, 2022)



Gladstone Investment Corporation

(Exact Name of Registrant as Specified in Charter)




Delaware   814-00704   83-0423116

(State or Other Jurisdiction

of Incorporation)



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)



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





Name of Each Exchange

on Which Registered

Common Stock, $0.001 par value per share   GAIN   The Nasdaq Stock Market LLC
5.00% Notes due 2026   GAINN   The Nasdaq Stock Market LLC
4.875% Notes due 2028   GAINZ   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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 8, 2022, Caren Merrick notified Gladstone Investment Corporation (the “Company”) that she is resigning from the board of directors of the Company effective immediately. Prior to her resignation Ms. Merrick served on the Audit Committee and as the Valuation Committee Chairperson. Ms. Merrick’s resignation is in connection with her recent appointment as Secretary of Commerce and Trade for the Commonwealth of Virginia.


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 Investment Corporation
Date: January 10, 2022     By:  

/s/ Rachael Easton

      Rachael Easton
      Chief Financial Officer and Treasurer