UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
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| Item 7.01. | Regulation FD Disclosure. |
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. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 99.1 | Offering Press Release dated January 12, 2021. | |
| 99.2 | Redemption Press Release dated January 12, 2021. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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.
| Gladstone Land Corporation | ||||||
| January 12, 2021 | By: | /s/ Lewis Parrish | ||||
| Lewis Parrish | ||||||
| Chief Financial Officer | ||||||