UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry Into a Material Definitive Agreement. |
On May 23, 2023, Gladstone Investment Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) by and among the Company, Gladstone Management Corporation, Gladstone Administration, LLC and Oppenheimer & Co. Inc., as representative of the several underwriters named therein, in connection with the issuance and sale of $65 million aggregate principal amount of the Company’s 8.00% Notes due 2028 (the “Offering”). The Company has also granted the underwriters a 30-day option to purchase up to an additional $9,750,000 aggregate principal amount of the 8.00% Notes due 2028 to cover overallotments, if any. The closing of the Offering is expected to occur on May 31, 2023, subject to customary closing conditions.
The Offering was made pursuant to the Company’s effective shelf registration statement on Form N-2 (Registration No. 333–259302) previously filed with the Securities and Exchange Commission, as supplemented by a preliminary prospectus supplement dated May 23, 2023, the pricing term sheet dated May 23, 2023 and a final prospectus supplement dated May 23, 2023. This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
The description above is only a summary of the material provisions of the Underwriting Agreement and is qualified in its entirety by reference to a copy of the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 1.1 | Underwriting Agreement, dated as of May 23, 2023, by and among the Company, Gladstone Management Corporation, Gladstone Administration, LLC and Oppenheimer & Co. Inc., as representative of the several underwriters named therein. | |
| 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.
| Gladstone Investment Corporation | ||||||
| Date: May 24, 2023 | By: | /s/ Rachael Easton | ||||
| Rachael Easton | ||||||
| Chief Financial Officer and Treasurer | ||||||