Current Report Filing (8-k)
12 Janeiro 2021 - 10:28AM
Edgar (US Regulatory)
GLADSTONE LAND Corp false 0001495240 0001495240 2021-01-12 2021-01-12 0001495240 us-gaap:CommonStockMember 2021-01-12 2021-01-12 0001495240 us-gaap:SeriesAPreferredStockMember 2021-01-12 2021-01-12 0001495240 us-gaap:SeriesBPreferredStockMember 2021-01-12 2021-01-12
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) January 12, 2021
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
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(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
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(Address of Principal Executive Offices)
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(Zip Code)
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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))
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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
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Common Stock, $0.001 par value per share
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LAND
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The Nasdaq Stock Market, LLC
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6.375% Series A Cumulative Term Preferred Stock, $0.001 par value per share
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LANDP
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The Nasdaq Stock Market, LLC
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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
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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 7.01.
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Regulation FD Disclosure.
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On January 12, 2021, Gladstone Land Corporation (the “Company”) issued a press release (the “Offering Press Release”) announcing that it is commencing an underwritten public offering of shares of its newly-designated Series D Cumulative Term Preferred Stock (the “Series D Preferred Stock”) pursuant to its shelf registration statement on Form S-3 (File No. 333-236943). The public offering price and other terms are to be determined by negotiations between the Company and the underwriters. In addition, the Company expects to grant to the underwriters a 30-day option to purchase additional shares of Series D Preferred Stock on the same terms and conditions, solely to cover over-allotments, if any. The Offering Press Release also provides that the Company intends to use the net proceeds of the sale of the Series D Preferred Stock to optionally redeem all outstanding shares of its 6.375% Series A Cumulative Term Preferred Stock (“Series A Preferred Stock”), to fund property acquisitions and pay related property acquisition expenses, and for other general corporate purposes.
On January 12, 2021, the Company issued a press release (the “Redemption Press Release”) announcing the proposed optional redemption of all outstanding shares of its Series A Preferred Stock. Such redemption will be contingent on the closing of the Series D Preferred Stock offering.
Copies of the Offering Press Release and the Redemption Press Release are furnished herewith as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K.
Pursuant to the rules and regulations of the Securities and Exchange Commission, the information set forth in this Item 7.01 and in the attached exhibits are deemed to be furnished and shall not be deemed to be filed.
Item 9.01.
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Financial Statements and Exhibits.
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(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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January 12, 2021
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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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