Item 1.01. Entry into a Material Definitive Agreement.
Entry into Common Stock Sales Agreement
On December 3, 2019, Gladstone Commercial Corporation, a Maryland corporation (the “Company”), and its operating partnership,
Gladstone Commercial Limited Partnership, a majority-owned, consolidated subsidiary of the Company and a Delaware limited partnership (the “Operating Partnership”), entered into that certain At-the-Market Equity Offering Sales Agreement (the “Common Stock Sales Agreement”), with Robert W. Baird & Co. Incorporated, Goldman Sachs & Co. LLC, Stifel, Nicolaus &
Company, Incorporated, BTIG, LLC, and Fifth Third Securities, Inc. (the “Common Stock Sales Agents”), pursuant to which the Company may sell shares of its common stock, par value $0.001 per share (“Common Stock”), having an
aggregate offering price of up to $250.0 million (the “Common Shares”), from time to time through the Common Stock Sales Agents, acting as sales agents and/or principals.
Pursuant to the Common Stock Sales Agreement, the Common Shares may be offered and sold through the Common Stock Sales Agents in transactions
that are deemed to be “at the market offerings” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on The Nasdaq Global Select Market
(“Nasdaq”) or any other existing trading market for the Common Shares or, subject to the terms of a written notice from the Company, by any other method permitted by law, including in negotiated transactions. Under the Common Stock Sales
Agreement, the Common Stock Sales Agents will be entitled to compensation equal to up to 2.0% of the gross proceeds of the Common Shares they sell from time to time under the Common Stock Sales Agreement. Subject to the terms and conditions of the
Common Stock Sales Agreement, the Common Stock Sales Agents will use their commercially reasonable efforts to sell on the Company’s behalf any Common Shares to be offered by the Company under the Common Stock Sales Agreement. The Company may
only instruct one Common Stock Sales Agent to sell shares of Common Stock on any single given day. The Company has no obligation to sell any of the Common Shares under the Common Stock Sales Agreement, and the Company or Common Stock Sales Agents
may at any time suspend solicitations and offers under the Common Stock Sales Agreement.
The Common Shares will be issued pursuant to the
Company’s Registration Statement on Form S-3 (File No. 333-229209), as amended or replaced from time to time (the “Registration Statement”). The
Company has filed a prospectus supplement, dated December 3, 2019, to the prospectus, dated February 13, 2019, with the Securities and Exchange Commission (the “Commission”) in connection with the offer and sale of the Common
Shares.
The foregoing description of the Common Stock Sales Agreement is not complete and is qualified in its entirety by reference to
the Common Stock Sales Agreement, a copy of which is filed as Exhibit 1.1 and incorporated herein by reference. In connection with the foregoing, the Company is filing as Exhibit 5.1 to this Current Report on Form
8-K the opinion of Venable LLP, its Maryland counsel.
Entry into Series E Preferred Stock Sales Agreement
On December 3, 2019, the Company and the Operating Partnership entered into that certain At-the-Market Equity Offering Sales Agreement (the “Series E Preferred Stock Sales Agreement”), with Robert W. Baird & Co. Incorporated, Goldman Sachs & Co. LLC, Stifel,
Nicolaus & Company, Incorporated, Fifth Third Securities, Inc. and U.S. Bancorp Investments, Inc. (the “Series E Preferred Stock Sales Agents”), pursuant to which the Company may sell shares of its 6.625% Series E Cumulative
Redeemable Preferred Stock, $0.001 par value per share (“Series E Preferred Stock”), having an aggregate offering price of up to $100.0 million (the “Series E Preferred Shares”), from time to time through the Series E
Preferred Stock Sales Agents, acting as sales agents and/or principals.
Pursuant to the Series E Preferred Stock Sales Agreement, the
Series E Preferred Shares may be offered and sold through the Series E Preferred Stock Sales Agents in transactions that are deemed to be “at the market offerings” as defined in Rule 415(a)(4) under the Securities Act, including sales made
directly on Nasdaq or any other existing trading market for the Series E Preferred Shares or, subject to the terms of a written notice from the Company, by any other method permitted by law, including in negotiated transactions. Under the Series E
Preferred Stock Sales Agreement, the Series E Preferred Stock Sales Agents will be entitled to compensation equal to up to 2.0% of the gross proceeds of the Series E Preferred Shares they sell from time to time under the Series E Preferred Stock
Sales Agreement. Subject to the terms and conditions of the Series E Preferred Stock Sales Agreement, the Series E Preferred Stock Sales Agents will use their commercially reasonable efforts to sell on the Company’s behalf any Series E
Preferred Shares to be offered by the Company under the Series E Preferred Stock Sales Agreement. The Company may only instruct one Series E Preferred Stock Sales Agent to sell shares of Series E Preferred Stock on any single given day. The Company
has no obligation to sell any of the Series E Preferred Shares under the Series E Preferred Stock Sales Agreement, and the Company or Series E Preferred Stock Sales Agents may at any time suspend solicitations and offers under the Series E Preferred
Stock Sales Agreement.
The Series E Preferred Shares will be issued pursuant to the Registration Statement. The Company has filed a
prospectus supplement, dated December 3, 2019, to the prospectus, dated February 13, 2019, with the Commission in connection with the offer and sale of the Series E Preferred Shares.
The foregoing description of the Series E Preferred Stock Sales Agreement is not complete and is qualified in its entirety by reference to the
Series E Preferred Stock Sales Agreement, a copy of which is filed as Exhibit 1.2 and incorporated herein by reference. In connection with the foregoing, the Company is filing as Exhibit 5.2 to this Current Report on Form 8-K the opinion of Venable LLP, and as Exhibit 8.1 to this Current Report on Form 8-K the opinion of Bass, Berry & Sims PLC.