Item 1.01 Entry into a Material Definitive Agreement.
On January 10, 2023, Gladstone Commercial Corporation (the "Company") amended
and restated its existing advisory agreement, as amended from time to time (the
"Agreement"), with Gladstone Management Corporation, a registered investment
adviser (the "Adviser"), by entering into the Seventh Amended and Restated
Investment Advisory Agreement between the Company and the Adviser (the "Amended
Agreement"). The Company's entrance into the Amended Agreement was approved
unanimously by its board of directors, including, specifically, its independent
directors. The Amended Agreement eliminates the payment of the incentive fee, as
applicable, for the quarters ending March 31, 2023 and June 30, 2023. The
calculation of the other fees in the Amended Agreement remain unchanged. All
other terms of the Agreement remained the same. All capitalized terms not
defined in this Current Report on Form 8-K are defined in the Amended Agreement.
The description above is only a summary of the material provisions of the
Amended Agreement and is qualified in its entirety by reference to a copy of the
Amended Agreement, which will be filed with the Company's next periodic report.
Item 8.01. Other Events.
On January 10, 2023, the Company issued a press release, filed herewith as
Exhibit 99.1, announcing that its board of directors declared monthly cash
distributions for its common stock, senior common stock, 6.625% Series E
Cumulative Redeemable Preferred Stock, 6.0% Series F Cumulative Redeemable
Preferred Stock and 6.00% Series G Cumulative Redeemable Preferred Stock for
each of January, February and March 2023.
A copy of the press release announcing the monthly cash distributions is
furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
99.1 Press Release issued by Gladstone Commercial Corporation on
January 10, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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