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 12, 2021
Gladstone Investment Corporation
(Exact Name of Registrant as Specified in Charter)
| Delaware | 814-00704 | 83-0423116 |
|---|---|---|
| (State or Other Jurisdiction<br><br><br>of Incorporation) | (Commission<br><br><br>File Number) | (I.R.S. Employer<br><br><br>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)<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<br><br><br>Symbol(s) | Name of Each Exchange<br><br><br>on Which Registered |
|---|---|---|
| Common Stock, $0.001 par value per share | GAIN | Nasdaq Global Select Market |
| 6.250% Series D Cumulative Term Preferred Stock, $0.001 par value per share | GAINM | Nasdaq Global Select Market |
| 6.375% Series E Cumulative Term Preferred Stock, $0.001 par value per share | GAINL | Nasdaq Global Select Market |
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 12, 2021, 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, 6.25% Series D Cumulative Term Preferred Stock, and 6.375% Series E Cumulative Term Preferred Stock for each of January, February, and March 2021.
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 12, 2021. |
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 12, 2021 | By: | /s/ Julia Ryan |
| Julia Ryan | ||
| Chief Financial Officer and Treasurer |
EX-99.1
Exhibit 99.1
Gladstone Investment Announces Monthly Cash Distributions for
January, February, and March 2021, and
Third Fiscal Quarter Earnings Release and Conference Call Dates
MCLEAN, VA, January 12, 2021 – Gladstone Investment Corporation (Nasdaq: GAIN) (the “Company”) announced today that its board of directors declared the following monthly cash distributions to preferred and common stockholders. The Company also announced its plan to report earnings for its third fiscal quarter ended December 31, 2020.
Common Stock: $0.07 per share of common stock for each of January, February, and March 2021, payable per the table below.
| Record Date | Payment Date | Cash Distribution | |
|---|---|---|---|
| January 22 | January 29 | $ | 0.07 |
| February 17 | February 26 | $ | 0.07 |
| March 18 | March 31 | $ | 0.07 |
| Total for the Quarter: | $ | 0.21 |
Series D Term Preferred Stock: $0.13020833 per share of the Company’s 6.25% Series D Cumulative Term Preferred Stock (“Series D Term Preferred Stock”) for each of January, February, and March 2021, payable per the table below. The Series D Term Preferred Stock trades on the Nasdaq under the symbol “GAINM.”
| Record Date | Payment Date | Cash Distribution | |
|---|---|---|---|
| January 22 | January 29 | $ | 0.13020833 |
| February 17 | February 26 | $ | 0.13020833 |
| March 18 | March 31 | $ | 0.13020833 |
| Total for the Quarter: | $ | 0.39062499 |
Series E Term Preferred Stock: $0.1328125 per share of the Company’s 6.375% Series E Cumulative Term Preferred Stock (“Series E Term Preferred Stock”) for each of January, February, and March 2021, payable per the table below. The Series E Term Preferred Stock trades on the Nasdaq under the symbol “GAINL.”
| Record Date | Payment Date | Cash Distribution | |
|---|---|---|---|
| January 22 | January 29 | $ | 0.1328125 |
| February 17 | February 26 | $ | 0.1328125 |
| March 18 | March 31 | $ | 0.1328125 |
| Total for the Quarter: | $ | 0.3984375 |
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 2, 2021, for its third fiscal quarter ended December 31, 2020. The Company will hold a conference call on Wednesday, February 3, 2021 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 after the call and will be accessible through February 10, 2021. To hear the replay, please dial (877) 660-6853 and use playback conference number 13713653.
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.gladstone.com or +1-703-287-5893.
Forward-looking Statements:
Thestatements in this press release regarding potential future distributions, earnings and operations of the Company are “forward-looking statements.” These forward-looking statements inherently involve certain risks and uncertainties inpredicting future results and conditions. Although these statements are based on the Company’s current plans that are believed to be reasonable as of the date of this press release, a number of factors could cause actual results andconditions to differ materially from these forward-looking statements, including those factors described from time to time in the Company’s filings with the Securities and Exchange Commission. The Company undertakes noobligation to publicly release the result of any revisions to these forward-looking statements that may be made to reflect any future events or otherwise, except as required by law.