8-K
Gladstone Investment Corporationde (GAIN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENTREPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event Reported): January 11, 2022
Gladstone Investment Corporation
(Exact Name of Registrant as Specified in Charter)
| Delaware | 814-00704 | 83-0423116 |
|---|---|---|
| (State or Other Jurisdictionof Incorporation) | (CommissionFile Number) | (I.R.S. EmployerIdentification 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)<br> |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act<br>(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 WhichRegistered |
|---|---|---|
| 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 7.01. Regulation FD Disclosure.
On January 11, 2022, Gladstone Investment Corporation (the “Company”) issued a press release, filed herewith as Exhibit 99.1, announcing that the Company’s board of directors declared monthly cash distributions for the Company’s common stock for each of January, February, and March 2022 and a supplemental distribution to common stockholders for February 2022.
The information disclosed under this Item 7.01, including portions of Exhibit 99.1 attached hereto regarding distributions, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release issued by Gladstone Investment Corporation, dated January 11, 2022. |
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: January 11, 2022 | By: | /s/ Rachael Easton |
| Rachael Easton | ||
| Chief Financial Officer and Treasurer |
EX-99.1.
Exhibit 99.1
Gladstone Investment Announces Monthly Cash Distributions for January, February, and March 2022, aSupplemental Distribution to Common Stockholders, and Third Fiscal Quarter Earnings Release and Conference Call Dates
MCLEAN, Va., January 11, 2022 - Gladstone Investment Corporation (Nasdaq: GAIN) (the “Company”) announced today that its board of directors declared the following monthly cash distributions to common stockholders. The Company also announced its plan to report earnings for its third fiscal quarter ended December 31, 2021.
The Company will also pay a supplemental distribution of $0.12 per share to holders of its common stock in February 2022. The board of directors will continue to evaluate the amount and timing of any additional, semi-annual or incremental, supplemental distributions in future periods.
Common Stock: $0.075 per share of common stock for each of January, February, and March 2022, and a supplemental distribution of $0.12 per share of common stock in February 2022, all payable per the table below.
| Record Date | Payment Date | Cash Distribution | |||
|---|---|---|---|---|---|
| January 21 | January 31 | $ | 0.075 | ||
| February 4 | February 14 | 0.120 | * | ||
| February 18 | February 28 | 0.075 | |||
| March 23 | March 31 | 0.075 | |||
| Total for the Quarter: | $ | 0.345 | |||
| * | Denotes supplemental distribution to common stockholders. | ||||
| --- | --- |
The Company offers a dividend reinvestment plan (the “DRIP”) to its common stockholders. For more information regarding the DRIP, please visit www.gladstoneinvestment.com.
The Company also announced today that it plans to report earnings after the stock market closes on Tuesday, February 8, 2022, for its third fiscal quarter ended December 31, 2021. The Company will hold a conference call on Wednesday, February 9, 2022 at 8:30 a.m. EST to discuss its earnings results. Please call (866) 373-3416 to enter the conference call. An operator will monitor the call and set a queue for questions.
A conference call replay will be available beginning one hour after the call and will be accessible through February 16, 2022. To hear the replay, please dial (877) 660-6853 and use playback conference number 13725345.
The live audio broadcast of the Company’s conference call will be available online at www.gladstoneinvestment.com. The event will also be archived and available for replay on the Company’s website.
About Gladstone Investment Corporation: Gladstone Investment Corporation is a publicly traded business development company that seeks to make secured debt and equity investments in lower middle market businesses in the United States in connection with acquisitions, changes in control, and recapitalizations. Information on the business activities of all the Gladstone funds can be found at www.gladstonecompanies.com.
Source: Gladstone Investment Corporation
Investor Relations Inquiries: Please visit www.gladstonecompanies.com or +1-703-287-5893.
Forward-looking Statements:
The statements in this press release regarding potential future distributions, earnings and operations of the Company are “forward-lookingstatements.” These forward-looking statements inherently involve certain risks and uncertainties in predicting future results and conditions. Although these statements are based on the Company’s current plans that are believed to bereasonable as of the date of this press release, a number of factors could cause actual results and conditions to differ materially from these forward-looking statements, including those factors described from time to time in theCompany’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements that may be made to reflect any futureevents or otherwise, except as required by law.