UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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 3, 2025 (
(Exact Name of Registrant as Specified in Charter)
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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
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| Item 1.01. | Entry into a Material Definitive Agreement |
On June 2, 2025, Gladstone Investment Corporation (the “Company”) entered into (1) separate amendments, each dated June 2, 2025 (collectively, the “Amendments”), to those certain sales agreements, each dated May 14, 2024, with Gladstone Management Corporation, Gladstone Administration, LLC, and Oppenheimer & Co. Inc., B. Riley Securities, Inc. and Virtu Americas LLC (each, a“Sales Agent”) and (2) a sales agreement (the “M&T Sales Agreement”), dated June 2, 2025 with Gladstone Management Corporation, Gladstone Administration, LLC and M&T Securities, Inc. (“M&T” and together with Oppenheimer & Co. Inc., B. Riley Securities, Inc. and Virtu Americas LLC, the “Sales Agents”), which collectively provide for the issuance of up to an aggregate of $75 million of its common stock, par value $0.001 per share (the “Shares”). The Shares are being offered pursuant to the Company’s registration statement on Form N-2 (File No. 333-277452) declared effective by the Securities and Exchange Commission on April 18, 2024 and the base prospectus dated April 18, 2024, prospectus supplement dated May 14, 2024 and supplement dated June 2, 2025. The Amendments provide for the addition of M&T as a Sales Agent under the Company’s at-the market offering. Subject to the terms of the M&T Sales Agreement, M&T is not required to sell any specific number or dollar amount of securities but will act as the Company’s sales agent using commercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreed terms with the Company.
M&T will be entitled to compensation under the terms of the M&T Sales Agreement at a commission of up to 2.0% of the gross sales price per Share sold pursuant to the M&T Sales Agreement. In connection with the sale of Shares on the Company’s behalf, M&T will be deemed to be an “underwriter” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), and the compensation of M&T will be deemed to be underwriting commissions or discounts. The Company has also agreed to provide indemnification and contribution to M&T against certain civil liabilities, including liabilities under the Securities Act, and to reimburse M&T for certain reasonable legal fees and expenses of counsel.
The foregoing descriptions of the Amendments and the M&T Sales Agreement are not complete and are qualified in its entirety by reference to the full text of the Amendments and the M&T Sales Agreement, which are filed as Exhibits 1.1, 1.2, 1.3 and 1.4, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
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 Investment Corporation | ||||||
| Date: June 3, 2025 | By: | /s/ Taylor Ritchie | ||||
| Taylor Ritchie | ||||||
| Chief Financial Officer and Treasurer | ||||||