Item 1.01. Entry into a Material Definitive Agreement.
On
Pursuant to the Sales Agreement, the Shares may be offered and sold through a Sales Agent 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, including sales made directly on The Nasdaq Global Select Market, or by any other method permitted by law, including in negotiated transactions. Under the Sales Agreement, a Sales Agent will be entitled to compensation of up to 2.0% of the gross proceeds of the Shares it sells from time to time under the Sales Agreement. Subject to the terms and conditions of the Sales Agreement, the applicable Sales Agent will use its commercially reasonable efforts to sell on the Company's behalf any Shares to be offered by the Company under the Sales Agreement. The Company has no obligation to sell any of the Shares under the Sales Agreement, and the Company or any Sales Agent may at any time suspend solicitations and offers under the Sales Agreement.
The Shares will be issued pursuant to the Company's Registration Statement on
Form S-3ASR (File No. 333-268549). The Company will file a prospectus
supplement, dated
The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the Sales Agreement, a copy of which is attached hereto as Exhibit 1.1 and incorporated herein by reference.
In connection with the filing of the Sales Agreement, the Company is filing as
Exhibit 5.1 to this Current Report on Form 8-K the opinion of
Item 9.01. Financial Statements and Exhibits
(c) Exhibits Exhibit No. Description 1.1 At-the-Market Equity Offering Sales Agreement, datedMarch 3, 2023 , by and amongGladstone Commercial Corporation ,Gladstone Commercial Limited Partnership ,BofA Securities, Inc. ,Goldman Sachs & Co. LLC ,Robert W. Baird & Co. Incorporated ,KeyBanc Capital Markets Inc. andFifth Third Securities, Inc. 5.1 Opinion ofVenable LLP regarding the legality of shares. 23.1 Consent ofVenable LLP (included in Exhibit 5.1). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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