Business Context and Reporting Period
Company: Gladstone Commercial Corporation
Filing Type: Form 8-K (Current Report)
Date of Report: November 1, 2012
Event: Amendment No. 1 to the Open Market Sale Agreement with Jefferies & Company, Inc.
Key Financial Metrics
This filing does not report operational financial metrics such as revenue, profit, cash flow, margins, or debt levels. The financial data provided relates strictly to the equity distribution program:
- Program Cap: $25.0 million aggregate sales price.
- Remaining Availability: Approximately $21.6 million.
- Agent Commission: 2.0% of gross sales proceeds.
- Legal Fee Reimbursement: Up to $35,000 for establishing the Amendment plus $20,000 per subsequent issuance.
Material Changes
The primary material change is the extension of the Open Market Sale Agreement (At-the-Market offering program):
- Term Extension: The agreement, originally set to expire on November 4, 2012, has been extended for an additional two years to November 4, 2014, or until the maximum program amount is sold.
- Expense Terms: The Company agreed to reimburse the Agent for reasonable out-of-pocket expenses and legal counsel fees, in addition to the previously paid $150,000 in legal fees.
Guidance, Outlook, and Risks
Management Commentary: The filing indicates the Company intends to continue utilizing the program to sell shares of common stock through ordinary brokers' transactions on the NASDAQ Global Select Market or via privately negotiated transactions.
Risks and Contingencies: The filing does not explicitly detail new risks or contingencies beyond the standard terms of the equity offering. The sale of shares is subject to market conditions and instructions from the Company regarding price, time, or size limits.
Investor Verification Checklist
- Verify the current market price of Gladstone Commercial Corporation common stock to assess the potential dilution impact of the remaining $21.6 million program.
- Review the full text of Amendment No. 1 (Exhibit 1.1) for specific conditions regarding the reimbursement of legal fees.
- Check subsequent filings to determine if and when the Company has executed sales under this extended agreement.
- Confirm the total number of shares authorized for sale under the original $25.0 million cap to calculate the remaining share count available.