Current Report Filing (8-k)
August 24 2022 - 3:17PM
Edgar (US Regulatory)
GLADSTONE LAND Corp false 0001495240 0001495240 2022-08-24 2022-08-24 0001495240 us-gaap:CommonStockMember 2022-08-24 2022-08-24 0001495240 us-gaap:SeriesBPreferredStockMember 2022-08-24 2022-08-24 0001495240 us-gaap:SeriesDPreferredStockMember 2022-08-24 2022-08-24
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) August 24, 2022
Gladstone Land Corporation
(Exact Name of Registrant as Specified in Charter)
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Maryland |
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001-35795 |
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54-1892552 |
(State or Other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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1521 Westbranch Drive, Suite 100 McLean, Virginia |
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22102 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (703) 287-5800
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Common Stock, $0.001 par value per share |
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LAND |
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The Nasdaq Stock Market, LLC |
6.00% Series B Cumulative Redeemable Preferred Stock, $0.001 par value per share |
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LANDO |
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The Nasdaq Stock Market, LLC |
5.00% Series D Cumulative Term Preferred Stock, $0.001 par value per share |
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LANDM |
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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 1.01. Entry into a Material Definitive Agreement.
On August 24, 2022, Gladstone Land Corporation, a Maryland corporation (the “Company”), entered into an amended and restated dealer manager agreement (the “A&R Dealer Manager Agreement”), with Gladstone Securities, LLC, a Connecticut limited liability company and affiliate of the Company (the “Dealer Manager”). The A&R Dealer Manager Agreement amends and restates that certain Dealer Manager Agreement, dated February 20, 2020, by and between the Company and the Dealer Manager (the “Original Agreement”), to (i) reduce the amount of shares of the Company’s 6.00% Series C Cumulative Redeemable Preferred Stock, par value $0.001 per share (the “Series C Preferred Stock”), offered by the Company to (a) 10,200,000 shares of Series C Preferred Stock on a “reasonable best efforts” basis (the “Primary Offering”), and (b) 200,000 shares of Series C Preferred Stock pursuant to the Company’s dividend reinvestment plan (the “DRIP”) to those holders of the Series C Preferred Stock who participate in such DRIP; and (ii) reduce the duration of the period during which shares of Series C Preferred Stock may be offered for sale to the earlier of (a) December 31, 2022 (unless earlier terminated or extended by the board of directors of the Company) or (b) the date on which all 10,200,000 shares of Series C Preferred Stock offered in the Primary Offering are sold. The terms of the A&R Dealer Manager Agreement are otherwise substantially the same as the terms of the Original Agreement.
The foregoing description of the A&R Dealer Manager Agreement is a summary and is qualified in its entirety by the terms of the A&R Dealer Manager Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 7.01. Regulation FD Disclosure.
On August 24, 2022, the Company issued a press release (the “Press Release”) announcing the A&R Dealer Manager Agreement. A copy of the Press Release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Pursuant to the rules and regulations of the SEC, the information in this Item 7.01 disclosure, including Exhibit 99.1 and information set forth therein, is deemed to have been furnished and shall not be deemed to be “filed” under the Securities Exchange Act of 1934, as amended.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
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.
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Gladstone Land Corporation |
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August 24, 2022 |
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By: |
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/s/ Lewis Parrish |
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Lewis Parrish |
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Chief Financial Officer |
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