Business Context and Reporting Period
Company: Gladstone Commercial Corporation
Filing Type: Form 8-K (Current Report)
Date of Report: October 12, 2010
Event: Unregistered Sales of Equity Securities (Item 3.02)
Key Financial Metrics
This filing reports specific capital raising activities rather than comprehensive financial statements. Key figures include:
- Shares Issued (Private Offering): 7,156.11 shares of Senior Common Stock
- Price Per Share: $15.00
- Gross Proceeds: Approximately $107,342 (calculated as 7,156.11 shares x $15.00)
- Net Proceeds: Approximately $96,000 (after selling commissions and dealer manager fees)
- Shares Issued (DRIP): 64.62 shares of Senior Common Stock
- Dividends Reinvested: $969.37
Note: The filing text does not provide clear values for total revenue, profit, cash flow, margins, total debt, or overall liquidity.
Material Changes
The primary material change is the increase in outstanding Senior Common Stock resulting from the closing of a continuous private offering and the Distribution Reinvestment Plan (DRIP) between September 29, 2010, and October 12, 2010. The company raised net capital of approximately $96,000 through the private offering.
Guidance, Outlook, and Risks
Offering Status: The issuance was part of a previously announced continuous private offering of up to 3,333,333 shares of Senior Common Stock.
Regulatory Exemption: The securities were sold pursuant to Rule 506 under the Securities Act of 1933, exempt from registration as a private offering to accredited investors without general solicitation.
Management Commentary: No specific outlook or forward-looking guidance is provided in this filing.
Risks: The filing does not explicitly list new risks or contingencies beyond the standard disclosure of unregistered securities sales.
Investor Verification Checklist
- Verify the total number of shares issued under the continuous private offering to date against the 3,333,333 share cap.
- Confirm the use of the $96,000 net proceeds in subsequent financial reports (e.g., 10-Q or 10-K).
- Review the company's overall capital structure to assess the impact of this equity issuance on dilution.
- Check for any subsequent filings regarding the completion or termination of the continuous private offering.