Form 8-K - Current report

Gladstone Investment Corporation

Date: January 9, 2024

/s/ Rachael Easton

Rachael Easton

Chief Financial Officer and Treasurer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event Reported): January 9, 2024

Gladstone Investment Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware

814-00704

83-0423116

(State or Other Jurisdiction

of Incorporation)

(Commission

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	Trading Symbol(s)	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
8.00% Notes due 2028	GAINL	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 9, 2024, 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 2024.

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 9, 2024.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

Exhibit 99.1

LOGO

Gladstone Investment Announces Monthly Cash Distributions for January, February and March 2024, and Earnings Release and Conference Call Dates for the Third Fiscal Quarter

MCLEAN, Va., January 9, 2024 - 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, 2023.

Common Stock: $0.08 per share of common stock for each of January, February and March 2024 payable per the table below.


Record Date	Payment Date	Cash Distribution
January 23	January 31	$	0.08
February 21	February 29	$	0.08
March 21	March 29	$	0.08

Total for the Quarter:		$	0.24

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 6, 2024, for its third fiscal quarter ended December 31, 2023. The Company will hold a conference call on Wednesday, February 7, 2024 at 8:30 a.m. Eastern Time 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 14, 2024. To hear the replay, please dial (877) 660-6853 and use playback conference number 13742735.

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 (703) 287-5893.

Forward-looking Statements:

The statements 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 in predicting 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 and conditions 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 no obligation 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.

Document and Entity Information	Jan. 09, 2024
Document And Entity Information [Line Items]
Entity Registrant Name	GLADSTONE INVESTMENT CORPORATIONDE
Amendment Flag	false
Entity Central Index Key	0001321741
Document Type	8-K
Document Period End Date	Jan. 09, 2024
Entity Incorporation State Country Code	DE
Entity File Number	814-00704
Entity Tax Identification Number	83-0423116
Entity Address, Address Line One	1521 Westbranch Drive
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	McLean
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	22102
City Area Code	(703)
Local Phone Number	287-5800
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Common Stock, $0.001 par value per share
Trading Symbol	GAIN
Security Exchange Name	NASDAQ
A 500 Notes Due 2026 [Member]
Document And Entity Information [Line Items]
Security 12b Title	5.00% Notes due 2026
Trading Symbol	GAINN
Security Exchange Name	NASDAQ
M 4.875 Notes Due 20282 [Member]
Document And Entity Information [Line Items]
Security 12b Title	4.875% Notes due 2028
Trading Symbol	GAINZ
Security Exchange Name	NASDAQ
M 8.00 Notes Due 20281 [Member]
Document And Entity Information [Line Items]
Security 12b Title	8.00% Notes due 2028
Trading Symbol	GAINL
Security Exchange Name	NASDAQ