EXPERTS. The financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in the Report of Management on Internal Control over Financial Reporting) incorporated in this prospectus supplement by reference to the Annual Report on Form 10-K for the year ended December 31, 2023 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. SEC rules allow us to “incorporate by reference” the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents filed separately with the SEC. The information incorporated by reference in this prospectus supplement and the accompanying prospectus is considered to be part of this prospectus supplement and the accompanying prospectus, and the information we file subsequently with the SEC prior to the completion of this offering will automatically update and supersede such information. We previously filed the following documents with the SEC and such filings are incorporated by reference into this prospectus supplement and the accompanying prospectus: • Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed February 21, 2024 (including portions of ourDefinitive Proxy Statement for the 2024 Annual Meeting of Stockholders incorporated therein by reference); and • The description of our common stock, which is filed as Exhibit 4.7 to our Annual Report on Form10-K for the fiscal year ended December 31, 2023, which updates the description contained in our Registration Statement on Form 8-A, filed August 12, 2003, as updated through subsequently filed reports. We also incorporate by reference into this prospectus supplement additional documents that we may file with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, from the date of this prospectus supplement until all of the securities offered by this prospectus supplement have been sold or the offering of these securities is otherwise terminated, provided, however, that information “furnished” under Item 2.02 or Item 7.01 of Form 8-K or other information “furnished” to the SEC which is not deemed filed is not incorporated by reference in this prospectus supplement and in the accompanying prospectus. Information that we subsequently file with the SEC as aforesaid will automatically update and may supersede information in this prospectus supplement and the accompanying prospectus and information that we previously filed with the SEC. You may obtain copies of any of these filings from us as described below, through the SEC’s website as described above. Documents incorporated by reference are available without charge, excluding all exhibits unless an exhibit has been specifically incorporated by reference into this prospectus supplement, by writing or calling our Investor Relations Department at the following address and telephone number: Investor Relations Gladstone Commercial Corporation ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ Copies of our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and amendments, if any, to those reports filed or furnished with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge through our website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. A request for any of these reports may also be submitted to us by sending a written request addressed to Investor Relations, Gladstone Commercial Corporation, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, VA 22102, or by calling our toll-free investor relations line at ▇-▇▇▇-▇▇▇-▇▇▇▇. The information located on, or accessible from, our website is not, and shall not be deemed to be, except as described below, a part of this prospectus supplement or the accompanying prospectus or incorporated into any other filings that we make with the SEC. The SEC also maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at ▇▇▇.▇▇▇.▇▇▇. We have filed with the SEC a “shelf” registration statement on Form S-3 under the Securities Act relating to the securities that may be offered by the accompanying prospectus. Such prospectus is a part of that registration statement, but does not contain all of the information in the registration statement. We have omitted parts of the registration statement in accordance with the rules and regulations of the SEC. For more detail about us and any securities that may be offered by such prospectus, you may examine the registration statement on Form S-3 and the exhibits filed with it at the locations listed in the previous paragraph. We may offer and sell, from time to time, one or more series or classes of common stock, preferred stock, debt securities, depositary shares and subscription rights (collectively, the “securities”). We may offer these securities with an aggregate initial public offering price of up to $1.3 billion, or its equivalent in a foreign currency based upon the exchange rate at the time of sale, in amounts, at initial prices and on terms determined at the time of the offering. We may offer these securities separately or together, in separate series or classes and in amounts, at prices and on terms described in one or more supplements to this prospectus. We may offer and sell these securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names, and any applicable purchase price, fee, commission or discount arrangement with, between or among them, will be set forth, or will be calculable from the information set forth, in an accompanying prospectus supplement. For more detailed information, see “Plan of Distribution” in this prospectus. No securities may be sold without delivery of an accompanying prospectus supplement describing the method and terms of the offering of those securities. Accordingly, we will deliver this prospectus together with an accompanying prospectus supplement setting forth the specific terms of the securities that we are offering. The specific terms may include limitations on direct or beneficial ownership and restrictions on transfer of the securities offered by this prospectus, in each case as may be appropriate to preserve our status as a real estate investment trust for federal income tax purposes, among other purposes. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with the additional information described under the heading “Incorporation of Certain Documents by Reference” before you make your investment decision. Our shares of common stock, par value $0.001 per share, 6.625% Series E Cumulative Redeemable Preferred Stock, par value $0.001 per share, and 6.00% Series G Cumulative Redeemable Preferred Stock, par value $0.001 per share, trade on the Nasdaq Global Select Market under the trading symbols “GOOD,” “GOODN,” and “GOODO,” respectively. Investing in our securities involves substantial risks. See “Risk Factors” on page 7 of this prospectus, and any similar section contained in the applicable prospectus supplement concerning factors you should consider before investing in our securities. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. ABOUT THIS PROSPECTUS 1 FORWARD-LOOKING STATEMENTS 2 PROSPECTUS SUMMARY 4 RISK FACTORS 7 USE OF PROCEEDS 8 DESCRIPTION OF CAPITAL STOCK 9 DESCRIPTION OF DEBT SECURITIES 20 DESCRIPTION OF DEPOSITARY SHARES 27 DESCRIPTION OF SUBSCRIPTION RIGHTS 30 BOOK ENTRY PROCEDURES AND SETTLEMENT 31 CERTAIN PROVISIONS OF MARYLAND LAW AND OF OUR CHARTER AND BYLAWS 32 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS 38 PLAN OF DISTRIBUTION 62 LEGAL MATTERS 66 EXPERTS 66 WHERE YOU CAN FIND MORE INFORMATION 66 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 67 This prospectus is part of a registration statement on Form S-3 that we filed with the SEC, using a “shelf” registration process for the delayed offering and sale of securities pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). Under this shelf registration statement, we may, over time, sell any combination of the securities described in this prospectus in one or more offerings. Under the shelf registration process, we may, over time, sell any combination of the securities described in this prospectus in one or more offerings up to a total dollar amount of $1.3 billion, as described in this prospectus. This prospectus only provides you with a general description of the securities that we may offer. As allowed by SEC rules, this prospectus does not contain all of the information that you can find in the registration statement or the exhibits thereto. For further information, we refer you to the registration statement, including any amendments thereto, including its exhibits. We will not use this prospectus to offer and sell securities unless it is accompanied by a prospectus supplement that more fully describes the securities being offered and the terms of such offering. Any accompanying prospectus supplement or free writing prospectus may also update, amend or supersede other information contained in this prospectus. Before purchasing any securities, you should carefully read this prospectus, any accompanying prospectus supplement and any free writing prospectus together with the information incorporated or deemed to be incorporated by reference herein as described under the heading “Where You Can Find More Information” below.
Appears in 1 contract
EXPERTS. The Ernst & Young LLP, our independent registered public accounting firm, has audited the consolidated financial statements and management’s assessment financial statement schedule of the effectiveness of internal control over financial reporting (which is BGC Partners, Inc. included in the Report of Management on Internal Control over Financial Reporting) incorporated in this prospectus supplement by reference to the our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 2016, and the effectiveness of internal control over financial reporting of BGC Partners, Inc. as of December 31, 2016, as set forth in their reports, which are incorporated by reference herein. Such consolidated financial statements and financial statement schedule of BGC Partners, Inc. are incorporated by reference in reliance on the reports of such firm, given on their authority as experts in accounting and auditing. The audited historical financial statements and financial statement schedule of GFI Group Inc. incorporated in this prospectus by reference to BGC Partners, Inc.’s Current Report on Form 8-K dated March 1, 2017 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. SEC rules allow us to “incorporate by reference” the information we We file with the SECannual, which means that we can disclose important information to you by referring you to those documents filed separately with the SEC. The information incorporated by reference in this prospectus supplement quarterly and the accompanying prospectus is considered to be part of this prospectus supplement current reports, proxy statements and the accompanying prospectus, and the information we file subsequently with the SEC prior to the completion of this offering will automatically update and supersede such information. We previously filed the following documents with the SEC and such filings are incorporated by reference into this prospectus supplement and the accompanying prospectus: • Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed February 21, 2024 (including portions of ourDefinitive Proxy Statement for the 2024 Annual Meeting of Stockholders incorporated therein by reference); and • The description of our common stock, which is filed as Exhibit 4.7 to our Annual Report on Form10-K for the fiscal year ended December 31, 2023, which updates the description contained in our Registration Statement on Form 8-A, filed August 12, 2003, as updated through subsequently filed reports. We also incorporate by reference into this prospectus supplement additional documents that we may file with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, from the date of this prospectus supplement until all of the securities offered by this prospectus supplement have been sold or the offering of these securities is otherwise terminated, provided, however, that information “furnished” under Item 2.02 or Item 7.01 of Form 8-K or other information “furnished” to the SEC which is not deemed filed is not incorporated by reference in this prospectus supplement and in the accompanying prospectus. Information that we subsequently file with the SEC as aforesaid will automatically update and may supersede information in this prospectus supplement and the accompanying prospectus and information that we previously filed with the SEC. You may obtain copies of read and copy any of these filings from us as described below, through document we file at the SEC’s website as described above. Documents incorporated by reference are available without charge, excluding all exhibits unless an exhibit has been specifically incorporated by reference into this prospectus supplement, by writing or calling our Investor Relations Department Public Reference Room located at the following address and telephone number: Investor Relations Gladstone Commercial Corporation ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. You can also request copies of the documents, upon payment of a duplicating fee, by writing the Public Reference Section of the SEC. Please call the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇ for further information on the Public Reference Room. These filings are also available to the public from the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ Copies of our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and amendments, if any, to those reports filed or furnished with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge through our . Our website at address is ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇ . A request for any Through our website, we make available, free of these reports may also be submitted to us by sending a written request addressed to Investor Relationscharge, Gladstone Commercial Corporation, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, VA 22102the following documents as soon as reasonably practicable after they are electronically filed with, or by calling furnished to, the SEC: our tollAnnual Reports on Form 10-free investor relations line at ▇K; our proxy statements for our annual and special stockholder meetings; our Quarterly Reports on Form 10-▇▇▇Q; our Current Reports on Form 8-▇▇▇-▇▇▇▇K; Forms 3, 4 and 5 and Schedules 13D with respect to our securities filed on behalf of Cantor, CFGM, our directors and our executive officers; and amendments to those documents. The information located contained on, or accessible fromthat may be accessed through, our website is notnot part of, and shall is not be deemed to be, except as described below, a part of this prospectus supplement or the accompanying prospectus or incorporated into any other filings that we make with the SEC. The SEC also maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at ▇▇▇.▇▇▇.▇▇▇. We have filed with the SEC a “shelf” registration statement on Form S-3 under the Securities Act relating to the securities that may be offered by the accompanying prospectus. Such prospectus is a part of that registration statement, but does not contain all of the information in the registration statement. We have omitted parts of the registration statement in accordance with the rules and regulations of the SEC. For more detail about us and any securities that may be offered by such prospectus, you may examine the registration statement on Form S-3 and the exhibits filed with it at the locations listed in the previous paragraph. We may offer and sell, from time to time, one or more series or classes of common stock, preferred stock, debt securities, depositary shares and subscription rights (collectively, the “securities”). We may offer these securities with an aggregate initial public offering price of up to $1.3 billion, or its equivalent in a foreign currency based upon the exchange rate at the time of sale, in amounts, at initial prices and on terms determined at the time of the offering. We may offer these securities separately or together, in separate series or classes and in amounts, at prices and on terms described in one or more supplements to this prospectus. We may offer and sell these securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names, and any applicable purchase price, fee, commission or discount arrangement with, between or among them, will be set forth, or will be calculable from the information set forth, in an accompanying prospectus supplement. For more detailed information, see “Plan of Distribution” in this prospectus. No securities may be sold without delivery of an accompanying prospectus supplement describing the method and terms of the offering of those securities. Accordingly, we will deliver this prospectus together with an accompanying prospectus supplement setting forth the specific terms of the securities that we are offering. The specific terms may include limitations on direct or beneficial ownership and restrictions on transfer of the securities offered by this prospectus, in each case as may be appropriate to preserve our status as a real estate investment trust for federal income tax purposes, among other purposes. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with the additional information described under the heading “Incorporation of Certain Documents by Reference” before you make your investment decision. Our shares of common stock, par value $0.001 per share, 6.625% Series E Cumulative Redeemable Preferred Stock, par value $0.001 per share, and 6.00% Series G Cumulative Redeemable Preferred Stock, par value $0.001 per share, trade on the Nasdaq Global Select Market under the trading symbols “GOOD,” “GOODN,” and “GOODO,” respectively. Investing in our securities involves substantial risks. See “Risk Factors” on page 7 of this prospectus, and any similar section contained in the applicable prospectus supplement concerning factors you should consider before investing in our securities. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. ABOUT THIS PROSPECTUS 1 FORWARD-LOOKING STATEMENTS 2 PROSPECTUS SUMMARY 4 RISK FACTORS 7 USE OF PROCEEDS 8 DESCRIPTION OF CAPITAL STOCK 9 DESCRIPTION OF DEBT SECURITIES 20 DESCRIPTION OF DEPOSITARY SHARES 27 DESCRIPTION OF SUBSCRIPTION RIGHTS 30 BOOK ENTRY PROCEDURES AND SETTLEMENT 31 CERTAIN PROVISIONS OF MARYLAND LAW AND OF OUR CHARTER AND BYLAWS 32 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS 38 PLAN OF DISTRIBUTION 62 LEGAL MATTERS 66 EXPERTS 66 WHERE YOU CAN FIND MORE INFORMATION 66 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 67 This prospectus is part of a registration statement on Form S-3 that we filed with the SEC, using a “shelf” registration process for the delayed offering and sale of securities pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). Under this shelf registration statement, we may, over time, sell any combination of the securities described in this prospectus in one or more offerings. Under the shelf registration process, we may, over time, sell any combination of the securities described in this prospectus in one or more offerings up to a total dollar amount of $1.3 billion, as described in this prospectus. This prospectus only provides you with a general description of the securities that we may offer. As allowed by SEC rulesinto, this prospectus does not contain all of the information that you can find in the registration statement or the exhibits thereto. For further information, we refer you to the registration statement, including any amendments thereto, including its exhibits. We will not use this prospectus to offer and sell securities unless it is accompanied by a prospectus supplement that more fully describes the securities being offered and the terms of such offering. Any accompanying prospectus supplement or free writing prospectus may also update, amend or supersede other information contained in this prospectus. Before purchasing any securities, you should carefully read this prospectus, any accompanying prospectus supplement and any free writing prospectus together with the information incorporated or deemed to be incorporated by reference herein as described under the heading “Where You Can Find More Information” belowsupplement.
Appears in 1 contract
EXPERTS. The consolidated financial statements as of December 31, 2022 and management’s assessment of 2021 and for the effectiveness of internal control over financial reporting (which is included in the Report of Management on Internal Control over Financial Reporting) years then ended incorporated in this prospectus supplement by reference to and in the Annual Report on Form 10-K for the year ended December 31, 2023 registration statement of which this prospectus forms a part have been so incorporated in reliance on the report of PricewaterhouseCoopers BDO USA, LLP, an independent registered public accounting firm, incorporated herein by reference, given on the authority of said firm as experts in auditing and accounting. The report on the consolidated financial statements contains an explanatory paragraph regarding the Company’s ability to continue as a going concern. This prospectus is part of a registration statement on Form S-3 that we filed with the SEC rules allow us to “incorporate by reference” under the Securities Act and does not contain all the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents filed separately with the SEC. The information set forth or incorporated by reference in the registration statement. Whenever a reference is made in this prospectus supplement to any of our contracts, agreements or other documents, the reference may not be complete and you should refer to the accompanying prospectus is considered to be exhibits that are a part of this prospectus supplement and the accompanying prospectus, and registration statement or the information we file subsequently with the SEC prior exhibits to the completion of this offering will automatically update and supersede such information. We previously filed the following reports or other documents with the SEC and such filings are incorporated by reference into this prospectus supplement for a copy of such contract, agreement or other document. We file annual, quarterly and current reports, proxy statements and other information with the accompanying prospectus: • SEC. Our SEC filings are available to the public over the Internet at the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. Our Annual Report on Form 10-K for the fiscal year ended December 31K, 2023, filed February 21, 2024 (including portions of ourDefinitive Proxy Statement for the 2024 Annual Meeting of Stockholders incorporated therein by reference); and • The description of our common stock, which is filed as Exhibit 4.7 to our Annual Report on Form10-K for the fiscal year ended December 31, 2023, which updates the description contained in our Registration Statement on Form 8-A, filed August 12, 2003, as updated through subsequently filed reports. We also incorporate by reference into this prospectus supplement additional documents that we may file with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, from the date of this prospectus supplement until all of the securities offered by this prospectus supplement have been sold or the offering of these securities is otherwise terminated, provided, however, that information “furnished” under Item 2.02 or Item 7.01 of Form 8-K or other information “furnished” to the SEC which is not deemed filed is not incorporated by reference in this prospectus supplement and in the accompanying prospectus. Information that we subsequently file with the SEC as aforesaid will automatically update and may supersede information in this prospectus supplement and the accompanying prospectus and information that we previously filed with the SEC. You may obtain copies of any of these filings from us as described below, through the SEC’s website as described above. Documents incorporated by reference are available without charge, excluding all exhibits unless an exhibit has been specifically incorporated by reference into this prospectus supplement, by writing or calling our Investor Relations Department at the following address and telephone number: Investor Relations Gladstone Commercial Corporation ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ Copies of our annual report Quarterly Reports on Form 10-K, quarterly reports on Form 10-Q, current reports Q and Current Reports on Form 8-K, proxy statements and amendments, if any, including any amendments to those reports filed reports, and other information that we file with or furnished with furnish to the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act are available can also be accessed free of charge through on the Investor section of our website. These filings will be available as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Our website at address is ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. A request for any of these reports may also be submitted to us by sending a written request addressed to Investor Relations, Gladstone Commercial Corporation, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, VA 22102, or by calling our toll-free investor relations line at ▇-▇▇▇-▇▇▇-▇▇▇▇. The information located on, Information contained on or accessible from, through our website is not, and shall not be deemed to be, except as described below, a part of this prospectus supplement or the accompanying prospectus or and is not incorporated into any other filings that we make with the SEC. The SEC also maintains a website that contains reports, proxy and information statementsby reference herein, and other information regarding issuers that file electronically with the SEC at ▇▇▇.▇▇▇.▇▇▇. We have filed with the SEC a “shelf” registration statement on Form S-3 under the Securities Act relating to the securities that may be offered by the accompanying prospectus. Such prospectus is a part inclusion of that registration statement, but does not contain all of the information our website address in the registration statement. We have omitted parts of the registration statement in accordance with the rules and regulations of the SEC. For more detail about us and any securities that may be offered by such prospectus, you may examine the registration statement on Form S-3 and the exhibits filed with it at the locations listed in the previous paragraph. We may offer and sell, from time to time, one or more series or classes of common stock, preferred stock, debt securities, depositary shares and subscription rights (collectively, the “securities”). We may offer these securities with an aggregate initial public offering price of up to $1.3 billion, or its equivalent in a foreign currency based upon the exchange rate at the time of sale, in amounts, at initial prices and on terms determined at the time of the offering. We may offer these securities separately or together, in separate series or classes and in amounts, at prices and on terms described in one or more supplements to this prospectus. We may offer and sell these securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names, and any applicable purchase price, fee, commission or discount arrangement with, between or among them, will be set forth, or will be calculable from the information set forth, in an accompanying prospectus supplement. For more detailed information, see “Plan of Distribution” in this prospectus. No securities may be sold without delivery of an accompanying prospectus supplement describing the method and terms of the offering of those securities. Accordingly, we will deliver this prospectus together with an accompanying prospectus supplement setting forth the specific terms of the securities that we are offering. The specific terms may include limitations on direct or beneficial ownership and restrictions on transfer of the securities offered by this prospectus, in each case as may be appropriate to preserve our status as a real estate investment trust for federal income tax purposes, among other purposes. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with the additional information described under the heading “Incorporation of Certain Documents by Reference” before you make your investment decision. Our shares of common stock, par value $0.001 per share, 6.625% Series E Cumulative Redeemable Preferred Stock, par value $0.001 per share, and 6.00% Series G Cumulative Redeemable Preferred Stock, par value $0.001 per share, trade on the Nasdaq Global Select Market under the trading symbols “GOOD,” “GOODN,” and “GOODO,” respectively. Investing in our securities involves substantial risks. See “Risk Factors” on page 7 of this prospectus, and any similar section contained in the applicable prospectus supplement concerning factors you should consider before investing in our securities. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. ABOUT THIS PROSPECTUS 1 FORWARD-LOOKING STATEMENTS 2 PROSPECTUS SUMMARY 4 RISK FACTORS 7 USE OF PROCEEDS 8 DESCRIPTION OF CAPITAL STOCK 9 DESCRIPTION OF DEBT SECURITIES 20 DESCRIPTION OF DEPOSITARY SHARES 27 DESCRIPTION OF SUBSCRIPTION RIGHTS 30 BOOK ENTRY PROCEDURES AND SETTLEMENT 31 CERTAIN PROVISIONS OF MARYLAND LAW AND OF OUR CHARTER AND BYLAWS 32 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS 38 PLAN OF DISTRIBUTION 62 LEGAL MATTERS 66 EXPERTS 66 WHERE YOU CAN FIND MORE INFORMATION 66 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 67 This prospectus is part of a registration statement on Form S-3 that we filed with the SEC, using a “shelf” registration process for the delayed offering and sale of securities pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). Under this shelf registration statement, we may, over time, sell any combination of the securities described in this prospectus in one or more offerings. Under the shelf registration process, we may, over time, sell any combination of the securities described in this prospectus in one or more offerings up to a total dollar amount of $1.3 billion, as described in this prospectus. This prospectus only provides you with a general description of the securities that we may offer. As allowed by SEC rules, this prospectus does not contain all of the information that you can find in the registration statement or the exhibits thereto. For further information, we refer you to the registration statement, including any amendments thereto, including its exhibits. We will not use this prospectus to offer and sell securities unless it is accompanied by a prospectus supplement that more fully describes the securities being offered and the terms of such offering. Any accompanying prospectus supplement or free writing prospectus may also update, amend or supersede other information contained in this prospectus. Before purchasing any securities, you should carefully read this prospectus, any accompanying prospectus supplement and any free writing prospectus together with the information incorporated or deemed to be incorporated by an inactive textual reference herein as described under the heading “Where You Can Find More Information” belowonly.
Appears in 1 contract
Sources: Sales Agreement
EXPERTS. The financial consolidated balance sheets of Matinas BioPharma Holdings, Inc. and Subsidiaries (the “Company”) as of December 31, 2019 and 2018, and the related consolidated statements of operations and management’s assessment comprehensive loss, stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2019, and the effectiveness of the Company’s internal control over financial reporting (which is included in have been audited by EisnerAmper LLP, an independent registered public accounting firm. Such financial statements and the Report effectiveness of Management on Internal Control the Company’s internal control over Financial Reporting) financial reporting, have been incorporated in this prospectus supplement herein by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 2019, and have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, reports (which contain an independent registered public accounting firm, given adverse opinion on the effectiveness of the Company’s internal control over financial reporting because of material weaknesses) of such firm given upon their authority of said firm as experts in auditing accounting and accountingauditing. SEC rules allow us to “incorporate This prospectus constitutes a part of a registration statement on Form S-3 filed under the Securities Act. As permitted by reference” the SEC’s rules, this prospectus and any prospectus supplement, which form a part of the registration statement, do not contain all the information we file with that is included in the SEC, which means that we can disclose important registration statement. You will find additional information to you by referring you to those documents filed separately with about us in the SECregistration statement. The information incorporated by reference Any statements made in this prospectus supplement and the accompanying prospectus is considered to be part of this or any prospectus supplement concerning legal documents are not necessarily complete and you should read the accompanying prospectus, and documents that are filed as exhibits to the information we file subsequently registration statement or otherwise filed with the SEC prior to for a more complete understanding of the completion of this offering will automatically update and supersede such informationdocument or matter. We previously filed the following documents with the SEC file annual, quarterly and such filings are incorporated by reference into this prospectus supplement current reports, proxy statements and the accompanying prospectus: • Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed February 21, 2024 (including portions of ourDefinitive Proxy Statement for the 2024 Annual Meeting of Stockholders incorporated therein by reference); and • The description of our common stock, which is filed as Exhibit 4.7 to our Annual Report on Form10-K for the fiscal year ended December 31, 2023, which updates the description contained in our Registration Statement on Form 8-A, filed August 12, 2003, as updated through subsequently filed reports. We also incorporate by reference into this prospectus supplement additional documents that we may file with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, from the date of this prospectus supplement until all of the securities offered by this prospectus supplement have been sold or the offering of these securities is otherwise terminated, provided, however, that information “furnished” under Item 2.02 or Item 7.01 of Form 8-K or other information “furnished” to the SEC which is not deemed filed is not incorporated by reference in this prospectus supplement and in the accompanying prospectus. Information that we subsequently file with the SEC as aforesaid will automatically update and may supersede information in this prospectus supplement and the accompanying prospectus and information that we previously filed with the SEC. You may obtain copies of any of these filings from us as described belowread, through without charge, and copy the documents we file at the SEC’s website as described above. Documents incorporated by public reference are available without chargerooms in Washington, excluding all exhibits unless an exhibit has been specifically incorporated by reference into this prospectus supplementD.C. at ▇▇▇ ▇ ▇▇▇▇▇▇, by writing or calling our Investor Relations Department at the following address and telephone number: Investor Relations Gladstone Commercial Corporation ▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ Copies of our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and amendments, if any, to those reports filed or furnished with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge through our website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. A request for any of these reports may also be submitted to us by sending a written request addressed to Investor Relations, Gladstone Commercial Corporation, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, VA 22102, or . You can request copies of these documents by calling our toll-free investor relations line writing to the SEC and paying a fee for the copying cost. Please call the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇▇ for further information on the public reference rooms. The information located on, or accessible from, our website is not, and shall not be deemed Our SEC filings are also available to be, except as described below, a part of this prospectus supplement or the accompanying prospectus or incorporated into any other filings that we make with public at no cost from the SEC. The SEC also maintains a ’s website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. We have filed with the SEC a “shelf” registration statement on Form S-3 under the Securities Act relating to the securities that may be offered by the accompanying prospectus. Such prospectus is a part of that registration statement, but does not contain all of the information in the registration statement. We have omitted parts of the registration statement in accordance with the rules and regulations of the SEC. For more detail about us and any securities that may be offered by such prospectus, you may examine the registration statement on Form S-3 and the exhibits filed with it at the locations listed in the previous paragraph. We may offer and sell, from time to time, one or more series or classes of common stock, preferred stock, debt securities, depositary shares and subscription rights (collectively, the “securities”). We may offer these securities with an aggregate initial public offering price of up to $1.3 billion, or its equivalent in a foreign currency based upon the exchange rate at the time of sale, in amounts, at initial prices and on terms determined at the time of the offering. We may offer these securities separately or together, in separate series or classes and in amounts, at prices and on terms described in one or more supplements to this prospectus. We may offer and sell these securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names, and any applicable purchase price, fee, commission or discount arrangement with, between or among them, will be set forth, or will be calculable from the information set forth, in an accompanying prospectus supplement. For more detailed information, see “Plan of Distribution” in this prospectus. No securities may be sold without delivery of an accompanying prospectus supplement describing the method and terms of the offering of those securities. Accordingly, we will deliver this prospectus together with an accompanying prospectus supplement setting forth the specific terms of the securities that we are offering. The specific terms may include limitations on direct or beneficial ownership and restrictions on transfer of the securities offered by this prospectus, in each case as may be appropriate to preserve our status as a real estate investment trust for federal income tax purposes, among other purposes. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with the additional information described under the heading “Incorporation of Certain Documents by Reference” before you make your investment decision. Our shares of common stock, par value $0.001 per share, 6.625% Series E Cumulative Redeemable Preferred Stock, par value $0.001 per share, and 6.00% Series G Cumulative Redeemable Preferred Stock, par value $0.001 per share, trade on the Nasdaq Global Select Market under the trading symbols “GOOD,” “GOODN,” and “GOODO,” respectively. Investing in our securities involves substantial risks. See “Risk Factors” on page 7 of this prospectus, and any similar section contained in the applicable prospectus supplement concerning factors you should consider before investing in our securities. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. ABOUT THIS PROSPECTUS 1 FORWARD-LOOKING STATEMENTS 2 PROSPECTUS SUMMARY 4 RISK FACTORS 7 USE OF PROCEEDS 8 DESCRIPTION OF CAPITAL STOCK 9 DESCRIPTION OF DEBT SECURITIES 20 DESCRIPTION OF DEPOSITARY SHARES 27 DESCRIPTION OF SUBSCRIPTION RIGHTS 30 BOOK ENTRY PROCEDURES AND SETTLEMENT 31 CERTAIN PROVISIONS OF MARYLAND LAW AND OF OUR CHARTER AND BYLAWS 32 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS 38 PLAN OF DISTRIBUTION 62 LEGAL MATTERS 66 EXPERTS 66 WHERE YOU CAN FIND MORE INFORMATION 66 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 67 This prospectus is part of a registration statement on Form S-3 that we filed with the SEC, using a “shelf” registration process for the delayed offering and sale of securities pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). Under this shelf registration statement, we may, over time, sell any combination of the securities described in this prospectus in one or more offerings. Under the shelf registration process, we may, over time, sell any combination of the securities described in this prospectus in one or more offerings up to a total dollar amount of $1.3 billion, as described in this prospectus. This prospectus only provides you with a general description of the securities that we may offer. As allowed by SEC rules, this prospectus does not contain all of the information that you can find in the registration statement or the exhibits thereto. For further information, we refer you to the registration statement, including any amendments thereto, including its exhibits. We will not use this prospectus to offer and sell securities unless it is accompanied by a prospectus supplement that more fully describes the securities being offered and the terms of such offering. Any accompanying prospectus supplement or free writing prospectus may also update, amend or supersede other information contained in this prospectus. Before purchasing any securities, you should carefully read this prospectus, any accompanying prospectus supplement and any free writing prospectus together with the information incorporated or deemed to be incorporated by reference herein as described under the heading “Where You Can Find More Information” below.
Appears in 1 contract
Sources: Sales Agreement
EXPERTS. The combined and consolidated financial statements of Immunovant, Inc. appearing in Immunovant, Inc.’s Annual Report (Form 10-K) for the year ended March 31, 2020, have been audited by ▇▇▇▇▇ & Young LLP, independent registered public accounting firm, as set forth in their report thereon included therein, and management’s assessment incorporated herein by reference. Such financial statements are, and audited financial statements to be included in subsequently filed documents will be, incorporated herein in reliance upon the report of ▇▇▇▇▇ & Young LLP pertaining to such financial statements (to the extent covered by consents filed with the Securities and Exchange Commission) given on the authority of such firm as experts in accounting and auditing. This prospectus is part of the effectiveness of internal control over financial reporting (which is included registration statement on Form S-3 we filed with the SEC under the Securities Act and does not contain all the information set forth or incorporated by reference in the Report of Management on Internal Control over Financial Reporting) incorporated registration statement. Whenever a reference is made in this prospectus supplement to any of our contracts, agreements or other documents, the reference may not be complete and you should refer to the exhibits that are a part of the registration statement or the exhibits to the reports or other documents incorporated by reference into this prospectus for a copy of such contract, agreement or other document. Because we are subject to the information and reporting requirements of the Exchange Act, we file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. Our Annual Report on Form 10-K for the year ended December 31K, 2023 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. SEC rules allow us to “incorporate by reference” the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents filed separately with the SEC. The information incorporated by reference in this prospectus supplement and the accompanying prospectus is considered to be part of this prospectus supplement and the accompanying prospectus, and the information we file subsequently with the SEC prior to the completion of this offering will automatically update and supersede such information. We previously filed the following documents with the SEC and such filings are incorporated by reference into this prospectus supplement and the accompanying prospectus: • Annual Report Quarterly Reports on Form 10-K for the fiscal year ended December 31, 2023, filed February 21, 2024 (including portions of ourDefinitive Proxy Statement for the 2024 Annual Meeting of Stockholders incorporated therein by reference); Q and • The description of our common stock, which is filed as Exhibit 4.7 to our Annual Report on Form10-K for the fiscal year ended December 31, 2023, which updates the description contained in our Registration Statement on Form 8-A, filed August 12, 2003, as updated through subsequently filed reports. We also incorporate by reference into this prospectus supplement additional documents that we may file with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, from the date of this prospectus supplement until all of the securities offered by this prospectus supplement have been sold or the offering of these securities is otherwise terminated, provided, however, that information “furnished” under Item 2.02 or Item 7.01 of Form 8-K or other information “furnished” to the SEC which is not deemed filed is not incorporated by reference in this prospectus supplement and in the accompanying prospectus. Information that we subsequently file with the SEC as aforesaid will automatically update and may supersede information in this prospectus supplement and the accompanying prospectus and information that we previously filed with the SEC. You may obtain copies of any of these filings from us as described below, through the SEC’s website as described above. Documents incorporated by reference are available without charge, excluding all exhibits unless an exhibit has been specifically incorporated by reference into this prospectus supplement, by writing or calling our Investor Relations Department at the following address and telephone number: Investor Relations Gladstone Commercial Corporation ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ Copies of our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports Current Reports on Form 8-K, proxy statements and amendments, if any, including any amendments to those reports filed reports, and other information that we file with or furnished with furnish to the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act are available can also be accessed free of charge through on the Media & Investor section of our website. These filings will be available as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Our website at address is ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. A request for any of these reports may also be submitted to us by sending a written request addressed to Investor Relations, Gladstone Commercial Corporation, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, VA 22102, or by calling our toll-free investor relations line at ▇-▇▇▇-▇▇▇-▇▇▇▇. The information located on, Information contained on or accessible from, through our website is not, and shall not be deemed to be, except as described below, a part of this prospectus supplement or the accompanying prospectus or and is not incorporated into any other filings that we make with the SEC. The SEC also maintains a website that contains reports, proxy and information statementsby reference herein, and other information regarding issuers that file electronically with the SEC at ▇▇▇.▇▇▇.▇▇▇. We have filed with the SEC a “shelf” registration statement on Form S-3 under the Securities Act relating to the securities that may be offered by the accompanying prospectus. Such prospectus is a part inclusion of that registration statement, but does not contain all of the information our website address in the registration statement. We have omitted parts of the registration statement in accordance with the rules and regulations of the SEC. For more detail about us and any securities that may be offered by such prospectus, you may examine the registration statement on Form S-3 and the exhibits filed with it at the locations listed in the previous paragraph. We may offer and sell, from time to time, one or more series or classes of common stock, preferred stock, debt securities, depositary shares and subscription rights (collectively, the “securities”). We may offer these securities with an aggregate initial public offering price of up to $1.3 billion, or its equivalent in a foreign currency based upon the exchange rate at the time of sale, in amounts, at initial prices and on terms determined at the time of the offering. We may offer these securities separately or together, in separate series or classes and in amounts, at prices and on terms described in one or more supplements to this prospectus. We may offer and sell these securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names, and any applicable purchase price, fee, commission or discount arrangement with, between or among them, will be set forth, or will be calculable from the information set forth, in an accompanying prospectus supplement. For more detailed information, see “Plan of Distribution” in this prospectus. No securities may be sold without delivery of an accompanying prospectus supplement describing the method and terms of the offering of those securities. Accordingly, we will deliver this prospectus together with an accompanying prospectus supplement setting forth the specific terms of the securities that we are offering. The specific terms may include limitations on direct or beneficial ownership and restrictions on transfer of the securities offered by this prospectus, in each case as may be appropriate to preserve our status as a real estate investment trust for federal income tax purposes, among other purposes. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with the additional information described under the heading “Incorporation of Certain Documents by Reference” before you make your investment decision. Our shares of common stock, par value $0.001 per share, 6.625% Series E Cumulative Redeemable Preferred Stock, par value $0.001 per share, and 6.00% Series G Cumulative Redeemable Preferred Stock, par value $0.001 per share, trade on the Nasdaq Global Select Market under the trading symbols “GOOD,” “GOODN,” and “GOODO,” respectively. Investing in our securities involves substantial risks. See “Risk Factors” on page 7 of this prospectus, and any similar section contained in the applicable prospectus supplement concerning factors you should consider before investing in our securities. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. ABOUT THIS PROSPECTUS 1 FORWARD-LOOKING STATEMENTS 2 PROSPECTUS SUMMARY 4 RISK FACTORS 7 USE OF PROCEEDS 8 DESCRIPTION OF CAPITAL STOCK 9 DESCRIPTION OF DEBT SECURITIES 20 DESCRIPTION OF DEPOSITARY SHARES 27 DESCRIPTION OF SUBSCRIPTION RIGHTS 30 BOOK ENTRY PROCEDURES AND SETTLEMENT 31 CERTAIN PROVISIONS OF MARYLAND LAW AND OF OUR CHARTER AND BYLAWS 32 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS 38 PLAN OF DISTRIBUTION 62 LEGAL MATTERS 66 EXPERTS 66 WHERE YOU CAN FIND MORE INFORMATION 66 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 67 This prospectus is part of a registration statement on Form S-3 that we filed with the SEC, using a “shelf” registration process for the delayed offering and sale of securities pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). Under this shelf registration statement, we may, over time, sell any combination of the securities described in this prospectus in one or more offerings. Under the shelf registration process, we may, over time, sell any combination of the securities described in this prospectus in one or more offerings up to a total dollar amount of $1.3 billion, as described in this prospectus. This prospectus only provides you with a general description of the securities that we may offer. As allowed by SEC rules, this prospectus does not contain all of the information that you can find in the registration statement or the exhibits thereto. For further information, we refer you to the registration statement, including any amendments thereto, including its exhibits. We will not use this prospectus to offer and sell securities unless it is accompanied by a prospectus supplement that more fully describes the securities being offered and the terms of such offering. Any accompanying prospectus supplement or free writing prospectus may also update, amend or supersede other information contained in this prospectus. Before purchasing any securities, you should carefully read this prospectus, any accompanying prospectus supplement and any free writing prospectus together with the information incorporated or deemed to be incorporated by an inactive textual reference herein as described under the heading “Where You Can Find More Information” belowonly.
Appears in 1 contract
Sources: Sales Agreement
EXPERTS. The consolidated financial statements as of March 31, 2024 and management’s assessment of 2023 and for the effectiveness of internal control over financial reporting (which is included in the Report of Management on Internal Control over Financial Reporting) years then ended incorporated by reference in this prospectus supplement by reference to and in the Annual Report on Form 10-K for the year ended December 31, 2023 Registration Statement have been so incorporated in reliance on the report of PricewaterhouseCoopers ▇▇▇▇▇▇ ▇▇▇▇ & ▇'▇▇▇▇▇▇▇ LLP, an independent registered public accounting firm, incorporated herein by reference, given on the authority of said firm as experts in auditing and accounting. SEC rules allow us The report on the consolidated financial statements contains an explanatory paragraph regarding the Company’s ability to “incorporate by reference” the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents filed separately with the SECcontinue as a going concern. The information incorporated by reference in this prospectus supplement and the accompanying prospectus is considered to be part of this prospectus supplement and the accompanying prospectus, and the information we file subsequently with the SEC prior We are subject to the completion of this offering will automatically update and supersede such information. We previously filed the following documents with the SEC and such filings are incorporated by reference into this prospectus supplement and the accompanying prospectus: • Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed February 21, 2024 (including portions of ourDefinitive Proxy Statement for the 2024 Annual Meeting of Stockholders incorporated therein by reference); and • The description of our common stock, which is filed as Exhibit 4.7 to our Annual Report on Form10-K for the fiscal year ended December 31, 2023, which updates the description contained in our Registration Statement on Form 8-A, filed August 12, 2003, as updated through subsequently filed reports. We also incorporate by reference into this prospectus supplement additional documents that we may file with the SEC under Section 13(a), 13(c), 14 or 15(d) reporting requirements of the Exchange Act, from the date of this prospectus supplement until all of the securities offered by this prospectus supplement have been sold or the offering of these securities is otherwise terminatedand file annual, providedquarterly and current reports, however, that information “furnished” under Item 2.02 or Item 7.01 of Form 8-K or proxy statements and other information “furnished” to the SEC which is not deemed filed is not incorporated by reference in this prospectus supplement and in the accompanying prospectus. Information that we subsequently file with the SEC as aforesaid will automatically update and may supersede information in this prospectus supplement and the accompanying prospectus and information that we previously filed with the SEC. You may obtain copies of any of read and copy these filings from us as described belowreports, through proxy statements and other information at the SEC’s website as described above. Documents incorporated by public reference are available without chargefacilities at ▇▇▇ ▇ ▇▇▇▇▇▇, excluding all exhibits unless an exhibit has been specifically incorporated by reference into this prospectus supplement▇.▇., by writing or calling our Investor Relations Department at the following address and telephone number: Investor Relations Gladstone Commercial Corporation ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ Copies of our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and amendments, if any, to those reports filed or furnished with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge through our website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇▇▇▇▇.▇▇▇. A You can request for any copies of these reports may also be submitted documents by writing to us by sending the SEC and paying a written request addressed to Investor Relations, Gladstone Commercial Corporation, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, VA 22102, or by calling our toll-free investor relations line fee for the copying cost. Please call the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇▇ for more information about the operation of the public reference facilities. The information located on, or accessible from, our website is not, and shall not be deemed to be, except as described below, a part of this prospectus supplement or the accompanying prospectus or incorporated into any other SEC filings that we make with are also available at the SEC. The SEC also maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC ’s web site at ▇▇▇.▇▇▇.▇▇▇. We have filed with the SEC a “shelf” registration statement on Form S-3 under the Securities Act relating to the securities that may be offered by the accompanying prospectus. Such prospectus is a part of that registration statement, but does not contain all of the information in the registration statement. We have omitted parts of the registration statement in accordance with the rules and regulations of the SEC. For more detail about us and any securities that may be offered by such prospectus, you may examine the registration statement on Form S-3 and the exhibits filed with it at the locations listed in the previous paragraph. We may offer and sell, from time to time, one or more series or classes of common stock, preferred stock, debt securities, depositary shares and subscription rights (collectively, the “securities”). We may offer these securities with an aggregate initial public offering price of up to $1.3 billion, or its equivalent in a foreign currency based upon the exchange rate at the time of sale, in amounts, at initial prices and on terms determined at the time of the offering. We may offer these securities separately or together, in separate series or classes and in amounts, at prices and on terms described in one or more supplements to this prospectus. We may offer and sell these securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names, and any applicable purchase price, fee, commission or discount arrangement with, between or among them, will be set forth, or will be calculable from the information set forth, in an accompanying prospectus supplement. For more detailed information, see “Plan of Distribution” in this prospectus. No securities may be sold without delivery of an accompanying prospectus supplement describing the method and terms of the offering of those securities. Accordingly, we will deliver this prospectus together with an accompanying prospectus supplement setting forth the specific terms of the securities that we are offering. The specific terms may include limitations on direct or beneficial ownership and restrictions on transfer of the securities offered by this prospectus, in each case as may be appropriate to preserve our status as a real estate investment trust for federal income tax purposes, among other purposes. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with the additional information described under the heading “Incorporation of Certain Documents by Reference” before you make your investment decision. Our shares of common stock, par value $0.001 per share, 6.625% Series E Cumulative Redeemable Preferred Stock, par value $0.001 per share, and 6.00% Series G Cumulative Redeemable Preferred Stock, par value $0.001 per share, trade on the Nasdaq Global Select Market under the trading symbols “GOOD,” “GOODN,” and “GOODO,” respectively. Investing in our securities involves substantial risks. See “Risk Factors” on page 7 of this prospectus, and any similar section contained in the applicable prospectus supplement concerning factors you should consider before investing in our securities. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. ABOUT THIS PROSPECTUS 1 FORWARD-LOOKING STATEMENTS 2 PROSPECTUS SUMMARY 4 RISK FACTORS 7 USE OF PROCEEDS 8 DESCRIPTION OF CAPITAL STOCK 9 DESCRIPTION OF DEBT SECURITIES 20 DESCRIPTION OF DEPOSITARY SHARES 27 DESCRIPTION OF SUBSCRIPTION RIGHTS 30 BOOK ENTRY PROCEDURES AND SETTLEMENT 31 CERTAIN PROVISIONS OF MARYLAND LAW AND OF OUR CHARTER AND BYLAWS 32 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS 38 PLAN OF DISTRIBUTION 62 LEGAL MATTERS 66 EXPERTS 66 WHERE YOU CAN FIND MORE INFORMATION 66 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 67 This prospectus is only part of a registration statement on Form S-3 that we have filed with the SEC, using a “shelf” registration process for the delayed offering and sale of securities pursuant to Rule 415 SEC under the Securities Act of 1933, as amended (the “Securities Act”). Under this shelf registration statement, we may, over time, sell any combination of the securities described in this prospectus in one or more offerings. Under the shelf registration process, we may, over time, sell any combination of the securities described in this prospectus in one or more offerings up to a total dollar amount of $1.3 billion, as described in this prospectus. This prospectus only provides you with a general description of the securities that we may offer. As allowed by SEC rules, this prospectus does not contain all of the and therefore omits certain information that you can find contained in the registration statement. We have also filed exhibits and schedules with the registration statement that are excluded from this prospectus, and you should refer to the applicable exhibit or the exhibits theretoschedule for a complete description of any statement referring to any contract or other document. For further information, we refer you to You may inspect a copy of the registration statement, including any amendments theretothe exhibits and schedules, including its exhibitswithout charge, at the public reference room or obtain a copy from the SEC upon payment of the fees prescribed by the SEC. We will also maintain a website at ▇▇▇.▇▇▇▇▇▇▇.▇▇▇, through which you can access our SEC filings. The website addresses referenced herein are not use this prospectus intended to offer and sell securities unless it is accompanied by a prospectus supplement that more fully describes the securities being offered function as hyperlinks, and the terms of such offering. Any accompanying prospectus supplement or free writing prospectus may also update, amend or supersede other information contained in this prospectus. Before purchasing our website, the SEC’s website or any securities, you should carefully read this prospectus, any accompanying prospectus supplement and any free writing prospectus together with the information incorporated or deemed to be other website referenced herein is not incorporated by reference herein as described under the heading “Where You Can Find More Information” belowinto this prospectus and should not be considered to be part of this prospectus.
Appears in 1 contract
Sources: Sales Agreement
EXPERTS. The consolidated financial statements of Albireo Pharma, Inc. at December 31, 2016, and management’s assessment of for the effectiveness of internal control over financial reporting (which is included in the Report of Management on Internal Control over Financial Reporting) year then ended, incorporated by reference in this prospectus supplement by reference to and the Annual Report on Form 10-K for the year ended December 31, 2023 registration statement of which this prospectus forms a part have been so incorporated in reliance on the report of PricewaterhouseCoopers LLPaudited by ▇▇▇▇▇ & Young LLP (United States), an independent registered public accounting firm, and at December 31, 2015, and for the year then ended, by ▇▇▇▇▇ & Young LLP (United Kingdom), independent registered public accounting firm, as set forth in their respective reports thereon incorporated by reference herein, and are included in reliance upon such reports given on the authority of said firm such firms as experts in auditing accounting and accountingauditing. SEC rules allow us to “incorporate by reference” the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents filed separately with the SEC. The information incorporated by reference in this prospectus supplement and the accompanying prospectus is considered to be part of this prospectus supplement and the accompanying prospectus, and the information we file subsequently with the SEC prior We are subject to the completion of this offering will automatically update and supersede such information. We previously filed the following documents with the SEC and such filings are incorporated by reference into this prospectus supplement and the accompanying prospectus: • Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed February 21, 2024 (including portions of ourDefinitive Proxy Statement for the 2024 Annual Meeting of Stockholders incorporated therein by reference); and • The description of our common stock, which is filed as Exhibit 4.7 to our Annual Report on Form10-K for the fiscal year ended December 31, 2023, which updates the description contained in our Registration Statement on Form 8-A, filed August 12, 2003, as updated through subsequently filed reports. We also incorporate by reference into this prospectus supplement additional documents that we may file with the SEC under Section 13(a), 13(c), 14 or 15(d) reporting requirements of the Exchange ActAct and file annual, from the date of this prospectus supplement until all of the securities offered by this prospectus supplement have been sold or the offering of these securities is otherwise terminatedquarterly and current reports, provided, however, that information “furnished” under Item 2.02 or Item 7.01 of Form 8-K or proxy statements and other information “furnished” to the SEC which is not deemed filed is not incorporated by reference in this prospectus supplement and in the accompanying prospectus. Information that we subsequently file with the SEC as aforesaid will automatically update and may supersede information in this prospectus supplement and the accompanying prospectus and information that we previously filed with the SEC. You may obtain copies of any of read and copy these filings from us as described belowreports, through proxy statements and other information at the SEC’s website as described above. Documents incorporated by public reference are available without chargefacilities at ▇▇▇ ▇ ▇▇▇▇▇▇, excluding all exhibits unless an exhibit has been specifically incorporated by reference into this prospectus supplement▇.▇., by writing or calling our Investor Relations Department at the following address and telephone number: Investor Relations Gladstone Commercial Corporation ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇, ▇.▇. ▇▇▇▇▇, . You can request copies of these documents by writing to the SEC and paying a fee for the copying cost. Please call the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇ for more information about the operation of the public reference facilities. SEC filings are also available at the SEC’s web site at ▇▇▇▇▇ ://▇▇▇ Copies ▇.▇▇▇.▇▇▇. This prospectus is only part of our annual report a registration statement on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and amendments, if any, to those reports S-3 that we have filed or furnished with the SEC pursuant under the Securities Act of 1933, as amended, and therefore omits certain information contained in the registration statement. We have also filed exhibits and schedules with the registration statement that are excluded from this prospectus, and you should refer to Section 13(a) the applicable exhibit or 15(d) schedule for a complete description of any statement referring to any contract or other document. You may inspect a copy of the Exchange Act are available free registration statement, including the exhibits and schedules, without charge, at the public reference room or obtain a copy from the SEC upon payment of charge through our the fees prescribed by the SEC. We also maintain a website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. A request for any of these reports may also be submitted to us by sending a written request addressed to Investor Relations, Gladstone Commercial Corporation, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, VA 22102, or by calling through which you can access our toll-free investor relations line at ▇-▇▇▇-▇▇▇-▇▇▇▇SEC filings. The information located on, or accessible from, set forth on our website is not, and shall not be deemed to be, except as described below, a part of this prospectus supplement or the accompanying prospectus or incorporated into any other filings that we make with the SEC. The SEC also maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at ▇▇▇prospectus.▇▇▇.▇▇▇. We have filed with the SEC a “shelf” registration statement on Form S-3 under the Securities Act relating to the securities that may be offered by the accompanying prospectus. Such prospectus is a part of that registration statement, but does not contain all of the information in the registration statement. We have omitted parts of the registration statement in accordance with the rules and regulations of the SEC. For more detail about us and any securities that may be offered by such prospectus, you may examine the registration statement on Form S-3 and the exhibits filed with it at the locations listed in the previous paragraph. We may offer and sell, from time to time, one or more series or classes of common stock, preferred stock, debt securities, depositary shares and subscription rights (collectively, the “securities”). We may offer these securities with an aggregate initial public offering price of up to $1.3 billion, or its equivalent in a foreign currency based upon the exchange rate at the time of sale, in amounts, at initial prices and on terms determined at the time of the offering. We may offer these securities separately or together, in separate series or classes and in amounts, at prices and on terms described in one or more supplements to this prospectus. We may offer and sell these securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names, and any applicable purchase price, fee, commission or discount arrangement with, between or among them, will be set forth, or will be calculable from the information set forth, in an accompanying prospectus supplement. For more detailed information, see “Plan of Distribution” in this prospectus. No securities may be sold without delivery of an accompanying prospectus supplement describing the method and terms of the offering of those securities. Accordingly, we will deliver this prospectus together with an accompanying prospectus supplement setting forth the specific terms of the securities that we are offering. The specific terms may include limitations on direct or beneficial ownership and restrictions on transfer of the securities offered by this prospectus, in each case as may be appropriate to preserve our status as a real estate investment trust for federal income tax purposes, among other purposes. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with the additional information described under the heading “Incorporation of Certain Documents by Reference” before you make your investment decision. Our shares of common stock, par value $0.001 per share, 6.625% Series E Cumulative Redeemable Preferred Stock, par value $0.001 per share, and 6.00% Series G Cumulative Redeemable Preferred Stock, par value $0.001 per share, trade on the Nasdaq Global Select Market under the trading symbols “GOOD,” “GOODN,” and “GOODO,” respectively. Investing in our securities involves substantial risks. See “Risk Factors” on page 7 of this prospectus, and any similar section contained in the applicable prospectus supplement concerning factors you should consider before investing in our securities. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. ABOUT THIS PROSPECTUS 1 FORWARD-LOOKING STATEMENTS 2 PROSPECTUS SUMMARY 4 RISK FACTORS 7 USE OF PROCEEDS 8 DESCRIPTION OF CAPITAL STOCK 9 DESCRIPTION OF DEBT SECURITIES 20 DESCRIPTION OF DEPOSITARY SHARES 27 DESCRIPTION OF SUBSCRIPTION RIGHTS 30 BOOK ENTRY PROCEDURES AND SETTLEMENT 31 CERTAIN PROVISIONS OF MARYLAND LAW AND OF OUR CHARTER AND BYLAWS 32 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS 38 PLAN OF DISTRIBUTION 62 LEGAL MATTERS 66 EXPERTS 66 WHERE YOU CAN FIND MORE INFORMATION 66 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 67 This prospectus is part of a registration statement on Form S-3 that we filed with the SEC, using a “shelf” registration process for the delayed offering and sale of securities pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). Under this shelf registration statement, we may, over time, sell any combination of the securities described in this prospectus in one or more offerings. Under the shelf registration process, we may, over time, sell any combination of the securities described in this prospectus in one or more offerings up to a total dollar amount of $1.3 billion, as described in this prospectus. This prospectus only provides you with a general description of the securities that we may offer. As allowed by SEC rules, this prospectus does not contain all of the information that you can find in the registration statement or the exhibits thereto. For further information, we refer you to the registration statement, including any amendments thereto, including its exhibits. We will not use this prospectus to offer and sell securities unless it is accompanied by a prospectus supplement that more fully describes the securities being offered and the terms of such offering. Any accompanying prospectus supplement or free writing prospectus may also update, amend or supersede other information contained in this prospectus. Before purchasing any securities, you should carefully read this prospectus, any accompanying prospectus supplement and any free writing prospectus together with the information incorporated or deemed to be incorporated by reference herein as described under the heading “Where You Can Find More Information” below.
Appears in 1 contract
Sources: Sales Agreement
EXPERTS. The consolidated financial statements and management’s assessment schedules of UMH Properties, Inc. as of December 31, 2022 and 2021 and for each of the effectiveness of internal control over financial reporting (which is three years in the period ended December 31, 2022, included in the Report of Management on Internal Control over Financial Reporting) incorporated in this prospectus supplement by reference to the our Annual Report on Form 10-K for the year ended December 31, 2023 2022, have been so incorporated by reference herein in reliance on upon the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. SEC rules allow us to “incorporate by reference” the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents filed separately with the SEC. The information incorporated by reference in this prospectus supplement and the accompanying prospectus is considered to be part of this prospectus supplement and the accompanying prospectus, and the information we file subsequently with the SEC prior to the completion of this offering will automatically update and supersede such information. We previously filed the following documents with the SEC and such filings are incorporated by reference into this prospectus supplement and the accompanying prospectus: • Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed February 21, 2024 (including portions of ourDefinitive Proxy Statement for the 2024 Annual Meeting of Stockholders incorporated therein by reference); and • The description of our common stock, which is filed as Exhibit 4.7 to our Annual Report on Form10-K for the fiscal year ended December 31, 2023, which updates the description contained in our Registration Statement on Form 8-A, filed August 12, 2003, as updated through subsequently filed reports. We also incorporate by reference into this prospectus supplement additional documents that we may file with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, from the date of this prospectus supplement until all of the securities offered by this prospectus supplement have been sold or the offering of these securities is otherwise terminated, provided, however, that information “furnished” under Item 2.02 or Item 7.01 of Form 8-K or other information “furnished” to the SEC which is not deemed filed is not incorporated by reference in this prospectus supplement and in the accompanying prospectus. Information that we subsequently file with the SEC as aforesaid will automatically update and may supersede information in this prospectus supplement and the accompanying prospectus and information that we previously filed with the SEC. You may obtain copies of any of these filings from us as described below, through the SEC’s website as described above. Documents incorporated by reference are available without charge, excluding all exhibits unless an exhibit has been specifically incorporated by reference into this prospectus supplement, by writing or calling our Investor Relations Department at the following address and telephone number: Investor Relations Gladstone Commercial Corporation PKF ▇▇▇▇ ▇▇▇▇’▇▇▇▇▇▇ ▇▇▇▇▇▇, LLP, our independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. We have filed with the SEC a shelf registration statement under the Securities Act with respect to the securities offered hereunder. As permitted by the rules and regulations of the SEC, this prospectus does not contain all the information set forth in the registration statement. For further information regarding our company and our securities, please refer to the registration statement and the contracts, agreements and other documents filed as exhibits to the registration statement. Additionally, we file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy all or any portion of the registration statement or any other materials that we file with the SEC at the SEC’s Public Reference Room at ▇▇▇ ▇ ▇▇▇▇▇ ▇▇▇ Copies of our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and amendments, if any, to those reports filed or furnished with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge through our website at ▇▇▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇▇▇▇▇.▇▇▇. A request for any of these reports may also be submitted to us by sending a written request addressed to Investor Relations, Gladstone Commercial Corporation, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, VA 22102, or by calling our toll-free investor relations line Please call the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇▇ for further information on the operation of the public reference rooms. The information located onOur SEC filings, or accessible fromincluding the registration statement, our website is not, and shall not be deemed are also available to be, except as described below, a part of this prospectus supplement or the accompanying prospectus or incorporated into any other filings that we make with you on the SEC. The SEC also maintains a ’s website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at (▇▇▇▇://▇▇▇.▇▇▇.▇▇▇). We also have filed with the a website (▇▇▇.▇▇▇.▇▇▇▇) through which you may access our recent SEC a “shelf” registration statement filings. Information contained on Form S-3 under the Securities Act relating to the securities that may be offered by the accompanying prospectus. Such prospectus our website is not a part of that registration statement, but does not contain all of the information in the registration statementthis prospectus. We have omitted parts of the registration statement in accordance with the rules and regulations of the SEC. For more detail about us and any securities that may be offered by such prospectusIn addition, you may examine the registration statement on Form S-3 and the exhibits filed with it look at our SEC filings at the locations listed in offices of the previous paragraphNYSE which is located at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. We may offer and sell, from time to time, one or more series or classes of common stock, preferred stock, debt securities, depositary shares and subscription rights (collectively, the “securities”). We may offer these securities with an aggregate initial public offering price of up to $1.3 billion, or its equivalent in a foreign currency based upon the exchange rate Our SEC filings are available at the time of sale, in amounts, at initial prices NYSE because our Common Stock and Series D Preferred Stock are listed and traded on terms determined at the time of the offering. We may offer these securities separately or together, in separate series or classes and in amounts, at prices and on terms described in one or more supplements to this prospectus. We may offer and sell these securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names, and any applicable purchase price, fee, commission or discount arrangement with, between or among them, will be set forth, or will be calculable from the information set forth, in an accompanying prospectus supplement. For more detailed information, see “Plan of Distribution” in this prospectus. No securities may be sold without delivery of an accompanying prospectus supplement describing the method and terms of the offering of those securities. Accordingly, we will deliver this prospectus together with an accompanying prospectus supplement setting forth the specific terms of the securities that we are offering. The specific terms may include limitations on direct or beneficial ownership and restrictions on transfer of the securities offered by this prospectus, in each case as may be appropriate to preserve our status as a real estate investment trust for federal income tax purposes, among other purposes. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with the additional information described under the heading “Incorporation of Certain Documents by Reference” before you make your investment decisionNYSE. Our shares of common stock, par value $0.001 per share, 6.625% Series E Cumulative Redeemable Preferred Stock, par value $0.001 per share, Common Stock is also listed and 6.00% Series G Cumulative Redeemable Preferred Stock, par value $0.001 per share, trade traded on the Nasdaq Global Select Market under the trading symbols “GOOD,” “GOODN,” and “GOODO,” respectively. Investing in our securities involves substantial risks. See “Risk Factors” on page 7 of this prospectus, and any similar section contained in the applicable prospectus supplement concerning factors you should consider before investing in our securities. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. ABOUT THIS PROSPECTUS 1 FORWARD-LOOKING STATEMENTS 2 PROSPECTUS SUMMARY 4 RISK FACTORS 7 USE OF PROCEEDS 8 DESCRIPTION OF CAPITAL STOCK 9 DESCRIPTION OF DEBT SECURITIES 20 DESCRIPTION OF DEPOSITARY SHARES 27 DESCRIPTION OF SUBSCRIPTION RIGHTS 30 BOOK ENTRY PROCEDURES AND SETTLEMENT 31 CERTAIN PROVISIONS OF MARYLAND LAW AND OF OUR CHARTER AND BYLAWS 32 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS 38 PLAN OF DISTRIBUTION 62 LEGAL MATTERS 66 EXPERTS 66 WHERE YOU CAN FIND MORE INFORMATION 66 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 67 This prospectus is part of a registration statement on Form S-3 that we filed with the SEC, using a “shelf” registration process for the delayed offering and sale of securities pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). Under this shelf registration statement, we may, over time, sell any combination of the securities described in this prospectus in one or more offerings. Under the shelf registration process, we may, over time, sell any combination of the securities described in this prospectus in one or more offerings up to a total dollar amount of $1.3 billion, as described in this prospectus. This prospectus only provides you with a general description of the securities that we may offer. As allowed by SEC rules, this prospectus does not contain all of the information that you can find in the registration statement or the exhibits thereto. For further information, we refer you to the registration statement, including any amendments thereto, including its exhibits. We will not use this prospectus to offer and sell securities unless it is accompanied by a prospectus supplement that more fully describes the securities being offered and the terms of such offering. Any accompanying prospectus supplement or free writing prospectus may also update, amend or supersede other information contained in this prospectus. Before purchasing any securities, you should carefully read this prospectus, any accompanying prospectus supplement and any free writing prospectus together with the information incorporated or deemed to be incorporated by reference herein as described under the heading “Where You Can Find More Information” belowTASE.
Appears in 1 contract
Sources: Equity Distribution Agreement
EXPERTS. The financial statements and management’s assessment as of the effectiveness of internal control over financial reporting (which is included in the Report of Management on Internal Control over Financial Reporting) incorporated in this prospectus supplement by reference to the Annual Report on Form 10-K for the year ended December 31, 2023 2018 and 2017, and for the years then ended, included in this Prospectus have been so incorporated included in reliance on the report of PricewaterhouseCoopers BPM LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. We have filed with the SEC rules allow us this shelf registration statement on Form S-3 under the Securities Act with respect to “incorporate our Common Stock we are offering by reference” this prospectus. This prospectus does not contain all of the information included in the registration statement. For further information pertaining to us and our Common Stock, you should refer to the registration statement and to its exhibits. Whenever we file with the SEC, which means that we can disclose important information to you by referring you to those documents filed separately with the SEC. The information incorporated by make reference in this prospectus supplement and to any of our contracts, agreements or other documents, the accompanying prospectus is considered to be part of this prospectus supplement and the accompanying prospectusreferences are not necessarily complete, and the information we file subsequently with the SEC prior you should refer to the completion exhibits attached to the registration statement for copies of this offering will automatically update and supersede such informationthe actual contract, agreement or other document. We previously filed the following documents with the SEC file annual, quarterly and such filings are incorporated by reference into this prospectus supplement current reports, information statements and the accompanying prospectus: • Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed February 21, 2024 (including portions of ourDefinitive Proxy Statement for the 2024 Annual Meeting of Stockholders incorporated therein by reference); proxy statements and • The description of our common stock, which is filed as Exhibit 4.7 to our Annual Report on Form10-K for the fiscal year ended December 31, 2023, which updates the description contained in our Registration Statement on Form 8-A, filed August 12, 2003, as updated through subsequently filed reports. We also incorporate by reference into this prospectus supplement additional documents that we may file with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, from the date of this prospectus supplement until all of the securities offered by this prospectus supplement have been sold or the offering of these securities is otherwise terminated, provided, however, that information “furnished” under Item 2.02 or Item 7.01 of Form 8-K or other information “furnished” to the SEC which is not deemed filed is not incorporated by reference in this prospectus supplement and in the accompanying prospectus. Information that we subsequently file with the SEC as aforesaid will automatically update and may supersede information in this prospectus supplement and the accompanying prospectus and information that we previously filed with the SEC. You may obtain copies of any of these filings from us as described belowcan read our SEC filings, through including the registration statement, at the SEC’s website as described aboveat ▇▇▇.▇▇▇.▇▇▇. Documents incorporated by You may also read and copy any document we file with the SEC at its public reference are available without chargefacility at ▇▇▇ ▇ ▇▇▇▇▇▇, excluding all exhibits unless an exhibit has been specifically incorporated by reference into this prospectus supplement▇.▇., by writing or calling our Investor Relations Department at the following address and telephone number: Investor Relations Gladstone Commercial Corporation ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ Copies of our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and amendments, if any, to those reports filed or furnished with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge through our website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. We also maintain a website at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇. A request for any You may access, free of these charge, our annual reports on Form 10-K, quarterly reports on Form 10- Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. The information contained on, or that can be accessed through, our website is not a part of, and should not be construed as being incorporated by reference into, this prospectus or the accompanying prospectus supplement. You may also be submitted obtain copies of the documents at prescribed rates by writing to us by sending a written request addressed to Investor Relations, Gladstone Commercial Corporation, the Public Reference Section of the SEC at ▇▇▇ ▇ ▇▇▇▇ ▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇ ▇, ▇.▇. ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, VA 22102, or by calling our toll-free investor relations line . Please call the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇. The ▇ for further information located on, or accessible from, our website is not, and shall not be deemed to be, except as described below, a part of this prospectus supplement or on the accompanying prospectus or incorporated into any other filings that we make with the SEC. The SEC also maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at ▇▇▇.▇▇▇.▇▇▇. We have filed with the SEC a “shelf” registration statement on Form S-3 under the Securities Act relating to the securities that may be offered by the accompanying prospectus. Such prospectus is a part of that registration statement, but does not contain all operation of the information in the registration statement. We have omitted parts of the registration statement in accordance with the rules and regulations of the SEC. For more detail about us and any securities that may be offered by such prospectus, you may examine the registration statement on Form S-3 and the exhibits filed with it at the locations listed in the previous paragraph. We may offer and sell, from time to time, one or more series or classes of common stock, preferred stock, debt securities, depositary shares and subscription rights (collectively, the “securities”). We may offer these securities with an aggregate initial public offering price of up to $1.3 billion, or its equivalent in a foreign currency based upon the exchange rate at the time of sale, in amounts, at initial prices and on terms determined at the time of the offering. We may offer these securities separately or together, in separate series or classes and in amounts, at prices and on terms described in one or more supplements to this prospectus. We may offer and sell these securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names, and any applicable purchase price, fee, commission or discount arrangement with, between or among them, will be set forth, or will be calculable from the information set forth, in an accompanying prospectus supplement. For more detailed information, see “Plan of Distribution” in this prospectus. No securities may be sold without delivery of an accompanying prospectus supplement describing the method and terms of the offering of those securities. Accordingly, we will deliver this prospectus together with an accompanying prospectus supplement setting forth the specific terms of the securities that we are offering. The specific terms may include limitations on direct or beneficial ownership and restrictions on transfer of the securities offered by this prospectus, in each case as may be appropriate to preserve our status as a real estate investment trust for federal income tax purposes, among other purposes. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with the additional information described under the heading “Incorporation of Certain Documents by Reference” before you make your investment decision. Our shares of common stock, par value $0.001 per share, 6.625% Series E Cumulative Redeemable Preferred Stock, par value $0.001 per share, and 6.00% Series G Cumulative Redeemable Preferred Stock, par value $0.001 per share, trade on the Nasdaq Global Select Market under the trading symbols “GOOD,” “GOODN,” and “GOODO,” respectively. Investing in our securities involves substantial risks. See “Risk Factors” on page 7 of this prospectus, and any similar section contained in the applicable prospectus supplement concerning factors you should consider before investing in our securities. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. ABOUT THIS PROSPECTUS 1 FORWARD-LOOKING STATEMENTS 2 PROSPECTUS SUMMARY 4 RISK FACTORS 7 USE OF PROCEEDS 8 DESCRIPTION OF CAPITAL STOCK 9 DESCRIPTION OF DEBT SECURITIES 20 DESCRIPTION OF DEPOSITARY SHARES 27 DESCRIPTION OF SUBSCRIPTION RIGHTS 30 BOOK ENTRY PROCEDURES AND SETTLEMENT 31 CERTAIN PROVISIONS OF MARYLAND LAW AND OF OUR CHARTER AND BYLAWS 32 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS 38 PLAN OF DISTRIBUTION 62 LEGAL MATTERS 66 EXPERTS 66 WHERE YOU CAN FIND MORE INFORMATION 66 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 67 This prospectus is part of a registration statement on Form S-3 that we filed with the SEC, using a “shelf” registration process for the delayed offering and sale of securities pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). Under this shelf registration statement, we may, over time, sell any combination of the securities described in this prospectus in one or more offerings. Under the shelf registration process, we may, over time, sell any combination of the securities described in this prospectus in one or more offerings up to a total dollar amount of $1.3 billion, as described in this prospectus. This prospectus only provides you with a general description of the securities that we may offer. As allowed by SEC rules, this prospectus does not contain all of the information that you can find in the registration statement or the exhibits thereto. For further information, we refer you to the registration statement, including any amendments thereto, including its exhibits. We will not use this prospectus to offer and sell securities unless it is accompanied by a prospectus supplement that more fully describes the securities being offered and the terms of such offering. Any accompanying prospectus supplement or free writing prospectus may also update, amend or supersede other information contained in this prospectus. Before purchasing any securities, you should carefully read this prospectus, any accompanying prospectus supplement and any free writing prospectus together with the information incorporated or deemed to be incorporated by reference herein as described under the heading “Where You Can Find More Information” belowfacilities.
Appears in 1 contract
Sources: Sales Agreement
EXPERTS. The consolidated financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in the Report of Management on Internal Control over Financial Reporting) incorporated in this prospectus supplement by reference to the from our Annual Report on Form 10-K for the year years ended December 31, 2023 2020 and 2019, and for each of the years in the period ended December 31, 2020, have been so incorporated in reliance on the report of PricewaterhouseCoopers ▇▇▇▇▇▇, LLP, an independent registered public accounting firm, incorporated herein by reference, given on the authority of said firm as experts in auditing and accounting. SEC rules allow us to “incorporate by reference” The consolidated financial statements of Enertec, as of December 31, 2020 and December 31, 2019, and for the information we file with the SECyear ended December 31, which means that we can disclose important information to you by referring you to those documents filed separately with the SEC. The information 2020 incorporated by reference in this prospectus have been so incorporated in reliance on the report of BDO ▇▇▇ ▇▇▇▇, an independent registered public accounting firm, incorporated herein by reference, given on the authority of said firm as experts in auditing and accounting. This prospectus supplement and the accompanying prospectus is considered to be are part of the registration statement on Form S-3 we filed with the SEC under the Securities Act, and do not contain all the information set forth in the registration statement. Whenever a reference is made in this prospectus supplement and or the accompanying prospectusprospectus to any of our contracts, agreements or other documents, the reference may not be complete, and the information we file subsequently with the SEC prior you should refer to the completion exhibits that are a part of this offering will automatically update and supersede such information. We previously filed the following registration statement or the exhibits to the reports or other documents with the SEC and such filings are incorporated by reference into this prospectus supplement and the accompanying prospectus: • Annual Report on Form 10-K prospectus for a copy of such contract, agreement or other document. You may inspect a copy of the fiscal year ended December 31registration statement, 2023including the exhibits and schedules, filed February 21without charge, 2024 (including portions at the SEC's public reference room mentioned below, or obtain a copy from the SEC upon payment of ourDefinitive Proxy Statement for the 2024 Annual Meeting of Stockholders incorporated therein fees prescribed by reference); and • The description of our common stock, which is filed as Exhibit 4.7 to our Annual Report on Form10-K for the fiscal year ended December 31, 2023, which updates the description contained in our Registration Statement on Form 8-A, filed August 12, 2003, as updated through subsequently filed reportsSEC. We also incorporate by reference into this prospectus supplement additional documents that we may file with the SEC under Section 13(a)annual, 13(c)quarterly and current reports, 14 or 15(d) of the Exchange Act, from the date of this prospectus supplement until all of the securities offered by this prospectus supplement have been sold or the offering of these securities is otherwise terminated, provided, however, that information “furnished” under Item 2.02 or Item 7.01 of Form 8-K or proxy statements and other information “furnished” to the SEC which is not deemed filed is not incorporated by reference in this prospectus supplement and in the accompanying prospectus. Information that we subsequently file with the SEC as aforesaid will automatically update and may supersede information in this prospectus supplement and the accompanying prospectus and information that we previously filed with the SEC. You may obtain copies of any of these filings from us as described belowread, through without charge, and copy the documents we file at the SEC’s website as described above. Documents incorporated by public reference are available without chargerooms in Washington, excluding all exhibits unless an exhibit has been specifically incorporated by reference into this prospectus supplementD.C. at ▇▇▇ ▇ ▇▇▇▇▇▇, by writing or calling our Investor Relations Department at the following address and telephone number: Investor Relations Gladstone Commercial Corporation ▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ Copies of our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and amendments, if any, to those reports filed or furnished with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge through our website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. A request for any of these reports may also be submitted to us by sending a written request addressed to Investor Relations, Gladstone Commercial Corporation, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, VA 22102, or . You can request copies of these documents by calling our toll-free investor relations line writing to the SEC and paying a fee for the copying cost. Please call the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇▇ for further information on the public reference rooms. The information located on, or accessible from, our website is not, and shall not be deemed Our SEC filings are also available to be, except as described below, a part of this prospectus supplement or the accompanying prospectus or incorporated into any other filings that we make with public at no cost from the SEC. The SEC also maintains a ’s website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. We have filed with the SEC a “shelf” registration statement on Form S-3 under the Securities Act relating to the securities that may be offered by the accompanying prospectus. Such prospectus is a part of that registration statement, but does not contain all of the information in the registration statement. We have omitted parts of the registration statement in accordance with the rules and regulations of the SEC. For more detail about us and any securities that may be offered by such prospectus, you may examine the registration statement on Form S-3 and the exhibits filed with it at the locations listed in the previous paragraph. We may offer and sell, from time to time, one or more series or classes of common stock, preferred stock, debt securities, depositary shares and subscription rights (collectively, the “securities”). We may offer these securities with an aggregate initial public offering price of up to $1.3 billion, or its equivalent in a foreign currency based upon the exchange rate at the time of sale, in amounts, at initial prices and on terms determined at the time of the offering. We may offer these securities separately or together, in separate series or classes and in amounts, at prices and on terms described in one or more supplements to this prospectus. We may offer and sell these securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names, and any applicable purchase price, fee, commission or discount arrangement with, between or among them, will be set forth, or will be calculable from the information set forth, in an accompanying prospectus supplement. For more detailed information, see “Plan of Distribution” in this prospectus. No securities may be sold without delivery of an accompanying prospectus supplement describing the method and terms of the offering of those securities. Accordingly, we will deliver this prospectus together with an accompanying prospectus supplement setting forth the specific terms of the securities that we are offering. The specific terms may include limitations on direct or beneficial ownership and restrictions on transfer of the securities offered by this prospectus, in each case as may be appropriate to preserve our status as a real estate investment trust for federal income tax purposes, among other purposes. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with the additional information described under the heading “Incorporation of Certain Documents by Reference” before you make your investment decision. Our shares of common stock, par value $0.001 per share, 6.625% Series E Cumulative Redeemable Preferred Stock, par value $0.001 per share, and 6.00% Series G Cumulative Redeemable Preferred Stock, par value $0.001 per share, trade on the Nasdaq Global Select Market under the trading symbols “GOOD,” “GOODN,” and “GOODO,” respectively. Investing in our securities involves substantial risks. See “Risk Factors” on page 7 of this prospectus, and any similar section contained in the applicable prospectus supplement concerning factors you should consider before investing in our securities. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. ABOUT THIS PROSPECTUS 1 FORWARD-LOOKING STATEMENTS 2 PROSPECTUS SUMMARY 4 RISK FACTORS 7 USE OF PROCEEDS 8 DESCRIPTION OF CAPITAL STOCK 9 DESCRIPTION OF DEBT SECURITIES 20 DESCRIPTION OF DEPOSITARY SHARES 27 DESCRIPTION OF SUBSCRIPTION RIGHTS 30 BOOK ENTRY PROCEDURES AND SETTLEMENT 31 CERTAIN PROVISIONS OF MARYLAND LAW AND OF OUR CHARTER AND BYLAWS 32 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS 38 PLAN OF DISTRIBUTION 62 LEGAL MATTERS 66 EXPERTS 66 WHERE YOU CAN FIND MORE INFORMATION 66 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 67 This prospectus is part of a registration statement on Form S-3 that we filed with the SEC, using a “shelf” registration process for the delayed offering and sale of securities pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). Under this shelf registration statement, we may, over time, sell any combination of the securities described in this prospectus in one or more offerings. Under the shelf registration process, we may, over time, sell any combination of the securities described in this prospectus in one or more offerings up to a total dollar amount of $1.3 billion, as described in this prospectus. This prospectus only provides you with a general description of the securities that we may offer. As allowed by SEC rules, this prospectus does not contain all of the information that you can find in the registration statement or the exhibits thereto. For further information, we refer you to the registration statement, including any amendments thereto, including its exhibits. We will not use this prospectus to offer and sell securities unless it is accompanied by a prospectus supplement that more fully describes the securities being offered and the terms of such offering. Any accompanying prospectus supplement or free writing prospectus may also update, amend or supersede other information contained in this prospectus. Before purchasing any securities, you should carefully read this prospectus, any accompanying prospectus supplement and any free writing prospectus together with the information incorporated or deemed to be incorporated by reference herein as described under the heading “Where You Can Find More Information” below.
Appears in 1 contract
EXPERTS. The consolidated financial statements of iBio, Inc. and management’s assessment Subsidiaries as of June 30, 2019 and 2018, and for the effectiveness of internal control over financial reporting (which is included in the Report of Management on Internal Control over Financial Reporting) years then ended, incorporated by reference in this prospectus supplement by reference to and the Annual Report on Form 10-K for the year ended December 31registration statement of which this prospectus is a part, 2023 have been so incorporated included in reliance on the report audit report, which includes an explanatory paragraph relating to the Company’s ability to continue as a going concern, of PricewaterhouseCoopers CohnReznick LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. SEC rules allow us to “incorporate by reference” the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents filed separately with the SEC. The information incorporated by reference in this prospectus supplement and the accompanying registration statement of which this prospectus is considered to be part a part, given the authority of this prospectus supplement that firm as experts in accounting and the accompanying prospectusauditing. We file quarterly and current reports, proxy statements and the other information we file subsequently with the SEC prior to the completion of this offering will automatically update Securities and supersede such information. We previously filed the following documents with the SEC and such filings are incorporated by reference into this prospectus supplement and the accompanying prospectus: • Annual Report on Form 10-K for the fiscal year ended December 31Exchange Commission, 2023, filed February 21, 2024 (including portions of ourDefinitive Proxy Statement for the 2024 Annual Meeting of Stockholders incorporated therein by reference); and • The description of our common stock, which is filed as Exhibit 4.7 to our Annual Report on Form10-K for the fiscal year ended December 31, 2023, which updates the description contained in our Registration Statement on Form 8-A, filed August 12, 2003, as updated through subsequently filed reports. We also incorporate by reference into this prospectus supplement additional documents that we may file with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, from the date of this prospectus supplement until all of the securities offered by this prospectus supplement have been sold or the offering of these securities is otherwise terminated, provided, however, that information “furnished” under Item 2.02 or Item 7.01 of Form 8-K or other information “furnished” to the SEC which is not deemed filed is not incorporated by reference in this prospectus supplement and in the accompanying prospectus. Information that we subsequently file with the SEC as aforesaid will automatically update and may supersede information in this prospectus supplement and the accompanying prospectus and information that we previously filed with the SEC. You may obtain copies can inspect and copy these reports, proxy statements and other information without charge at the public reference facilities of any of these filings from us as described below, through the SEC at the SEC’s website as described above. Documents incorporated by reference are available without charge, excluding all exhibits unless an exhibit has been specifically incorporated by reference into this prospectus supplement, by writing or calling our Investor Relations Department Public Reference Room located at the following address and telephone number: Investor Relations Gladstone Commercial Corporation SEC’s principal office at Room ▇▇▇▇, ▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ Copies of our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and amendments, if any, to those reports filed or furnished with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge through our website at ▇▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇▇▇▇▇.▇▇▇. A request for any You may obtain information on the operation of these reports may also be submitted to us by sending a written request addressed to Investor Relations, Gladstone Commercial Corporation, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, VA 22102, or this public reference room by calling our toll-free investor relations line at ▇-▇▇▇-▇▇▇-▇▇▇▇. The information located on, or accessible from, our website is not, and shall not be deemed to be, except as described below, a part of this prospectus supplement or the accompanying prospectus or incorporated into any other filings that we make with the SEC. The SEC also maintains a website an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC and state the address of that site (▇▇▇▇://▇▇▇.▇▇▇.▇▇▇). The Registration Statement, including all exhibits and schedules and amendments, has been filed with the SEC through the Electronic Data Gathering Analysis and Retrieval system and is available to the public from the SEC’s web site at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. We have filed with the SEC a “shelf” registration statement also make our annual, quarterly and current reports, proxy statements and other information free of charge on Form S-3 under the Securities Act relating to the securities that may be offered by the accompanying prospectus. Such prospectus is a part of that registration statementour investor website,▇▇▇▇▇://▇▇.▇▇▇▇▇▇▇.▇▇▇/sec-filings, but does not contain all of the information in the registration statement. We have omitted parts of the registration statement in accordance with the rules and regulations of as soon as reasonably practicable after we electronically file these materials with, or furnish them to, the SEC. For more detail We use our website as a channel of distribution for material company information. Important information, including financial information, analyst presentations, financial news releases, and other material information about us is routinely posted on and any securities that may be offered by such prospectus, you may examine the registration statement on Form S-3 and the exhibits filed with it accessible at the locations listed in the previous paragraph. We may offer and sell, from time to time, one or more series or classes of common stock, preferred stock, debt securities, depositary shares and subscription rights (collectively, the “securities”). We may offer these securities with an aggregate initial public offering price of up to $1.3 billion, or its equivalent in a foreign currency based upon the exchange rate at the time of sale, in amounts, at initial prices and on terms determined at the time of the offering. We may offer these securities separately or together, in separate series or classes and in amounts, at prices and on terms described in one or more supplements to this prospectus. We may offer and sell these securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names, and any applicable purchase price, fee, commission or discount arrangement with, between or among them, will be set forth, or will be calculable from the information set forth, in an accompanying prospectus supplement. For more detailed information, see “Plan of Distribution” in this prospectus. No securities may be sold without delivery of an accompanying prospectus supplement describing the method and terms of the offering of those securities. Accordingly, we will deliver this prospectus together with an accompanying prospectus supplement setting forth the specific terms of the securities that we are offering. The specific terms may include limitations on direct or beneficial ownership and restrictions on transfer of the securities offered by this prospectus, in each case as may be appropriate to preserve our status as a real estate investment trust for federal income tax purposes, among other purposes. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with the additional information described under the heading “Incorporation of Certain Documents by Reference” before you make your investment decision. Our shares of common stock, par value $0.001 per share, 6.625% Series E Cumulative Redeemable Preferred Stock, par value $0.001 per share, and 6.00% Series G Cumulative Redeemable Preferred Stock, par value $0.001 per share, trade on the Nasdaq Global Select Market under the trading symbols “GOOD,” “GOODN,” and “GOODO,” respectively. Investing in our securities involves substantial risks. See “Risk Factors” on page 7 of this prospectus, and any similar section contained in the applicable prospectus supplement concerning factors you should consider before investing in our securities. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. ABOUT THIS PROSPECTUS 1 FORWARD-LOOKING STATEMENTS 2 PROSPECTUS SUMMARY 4 RISK FACTORS 7 USE OF PROCEEDS 8 DESCRIPTION OF CAPITAL STOCK 9 DESCRIPTION OF DEBT SECURITIES 20 DESCRIPTION OF DEPOSITARY SHARES 27 DESCRIPTION OF SUBSCRIPTION RIGHTS 30 BOOK ENTRY PROCEDURES AND SETTLEMENT 31 CERTAIN PROVISIONS OF MARYLAND LAW AND OF OUR CHARTER AND BYLAWS 32 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS 38 PLAN OF DISTRIBUTION 62 LEGAL MATTERS 66 EXPERTS 66 WHERE YOU CAN FIND MORE INFORMATION 66 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 67 This prospectus is part of a registration statement on Form S-3 that we filed with the SEC, using a “shelf” registration process for the delayed offering and sale of securities pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). Under this shelf registration statement, we may, over time, sell any combination of the securities described in this prospectus in one or more offerings. Under the shelf registration process, we may, over time, sell any combination of the securities described in this prospectus in one or more offerings up to a total dollar amount of $1.3 billion, as described in this prospectus. This prospectus only provides you with a general description of the securities that we may offer. As allowed by SEC rules, this prospectus does not contain all of the information that you can find in the registration statement or the exhibits thereto. For further information, we refer you to the registration statement, including any amendments thereto, including its exhibits. We will not use this prospectus to offer and sell securities unless it is accompanied by a prospectus supplement that more fully describes the securities being offered and the terms of such offering. Any accompanying prospectus supplement or free writing prospectus may also update, amend or supersede other information contained in this prospectus. Before purchasing any securities, you should carefully read this prospectus, any accompanying prospectus supplement and any free writing prospectus together with the information incorporated or deemed to be incorporated by reference herein as described under the heading “Where You Can Find More Information” below▇▇▇▇▇://▇▇.▇▇▇▇▇▇▇.▇▇▇/.
Appears in 1 contract
Sources: Equity Distribution Agreement
EXPERTS. The financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in the Report of Management on Internal Control over Financial Reporting) incorporated in this prospectus supplement by reference to the Annual Report on Form 10-K for the year fiscal years ended December 31, 2023 2018 and 2017 incorporated by reference into this prospectus have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP▇▇▇▇▇▇▇ & ▇▇▇▇, P.A., an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. SEC rules allow us We are subject to “incorporate by reference” the information we file with informational requirements of the SECSecurities Exchange Act of 1934, which means that we can disclose important information to you by referring you to those documents filed separately with the SEC. The information incorporated by reference in this prospectus supplement and the accompanying prospectus is considered to be part of this prospectus supplement and the accompanying prospectusas amended, and the information we in accordance therewith file subsequently with the SEC prior to the completion of this offering will automatically update and supersede such information. We previously filed the following documents with the SEC and such filings are incorporated by reference into this prospectus supplement and the accompanying prospectus: • Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed February 21, 2024 (including portions of ourDefinitive Proxy Statement for the 2024 Annual Meeting of Stockholders incorporated therein by reference); and • The description of our common stock, which is filed as Exhibit 4.7 to our Annual Report on Form10-K for the fiscal year ended December 31, 2023, which updates the description contained in our Registration Statement on Form 8-A, filed August 12, 2003, as updated through subsequently filed reports. We also incorporate by reference into this prospectus supplement additional documents that we may file with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, from the date of this prospectus supplement until all of the securities offered by this prospectus supplement have been sold or the offering of these securities is otherwise terminated, provided, however, that information “furnished” under Item 2.02 or Item 7.01 of Form 8-K or other information “furnished” to the SEC which is not deemed filed is not incorporated by reference in this prospectus supplement and in the accompanying prospectus. Information that we subsequently file with the SEC as aforesaid will automatically update and may supersede information in this prospectus supplement and the accompanying prospectus and information that we previously filed with the SEC. You may obtain copies of any of these filings from us as described below, through the SEC’s website as described above. Documents incorporated by reference are available without charge, excluding all exhibits unless an exhibit has been specifically incorporated by reference into this prospectus supplement, by writing or calling our Investor Relations Department at the following address and telephone number: Investor Relations Gladstone Commercial Corporation ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ Copies of our annual report on Form 10-Kannual, quarterly reports on Form 10-Q, and current reports on Form 8-Kreports, proxy statements and amendments, if any, to those reports filed or furnished other information with the SEC pursuant to Section 13(a) or 15(d) Securities and Exchange Commission. The Securities and Exchange Commission maintains a website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Securities and Exchange Commission. The address of the Securities and Exchange Act are Commission’s website is ▇▇▇.▇▇▇.▇▇▇. We make available free of charge on or through our website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after we electronically file such material with or otherwise furnish it to the Securities and Exchange Commission. We have filed with the Securities and Exchange Commission a registration statement under the Securities Act of 1933, as amended, relating to the offering of these securities. The registration statement, including the attached exhibits, contains additional relevant information about us and the securities. This prospectus does not contain all of the information set forth in the registration statement. You can obtain a copy of the registration statement for free at ▇▇▇.▇▇▇.▇▇▇. The registration statement and the documents referred to below under “Incorporation of Certain Information By Reference” are also available on our website, ▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇. A request for any of these reports may also be submitted to us We have not incorporated by sending a written request addressed to Investor Relations, Gladstone Commercial Corporation, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, VA 22102, or by calling reference into this prospectus the information on our toll-free investor relations line at ▇-▇▇▇-▇▇▇-▇▇▇▇. The information located on, or accessible from, our website is notwebsite, and shall you should not consider it to be deemed to be, except as described below, a part of this prospectus supplement or the accompanying prospectus or incorporated into any other filings that we make with the SEC. The SEC also maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at ▇▇▇prospectus.▇▇▇.▇▇▇. We have filed with the SEC a “shelf” registration statement on Form S-3 under the Securities Act relating to the securities that may be offered by the accompanying prospectus. Such prospectus is a part of that registration statement, but does not contain all of the information in the registration statement. We have omitted parts of the registration statement in accordance with the rules and regulations of the SEC. For more detail about us and any securities that may be offered by such prospectus, you may examine the registration statement on Form S-3 and the exhibits filed with it at the locations listed in the previous paragraph. We may offer and sell, from time to time, one or more series or classes of common stock, preferred stock, debt securities, depositary shares and subscription rights (collectively, the “securities”). We may offer these securities with an aggregate initial public offering price of up to $1.3 billion, or its equivalent in a foreign currency based upon the exchange rate at the time of sale, in amounts, at initial prices and on terms determined at the time of the offering. We may offer these securities separately or together, in separate series or classes and in amounts, at prices and on terms described in one or more supplements to this prospectus. We may offer and sell these securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names, and any applicable purchase price, fee, commission or discount arrangement with, between or among them, will be set forth, or will be calculable from the information set forth, in an accompanying prospectus supplement. For more detailed information, see “Plan of Distribution” in this prospectus. No securities may be sold without delivery of an accompanying prospectus supplement describing the method and terms of the offering of those securities. Accordingly, we will deliver this prospectus together with an accompanying prospectus supplement setting forth the specific terms of the securities that we are offering. The specific terms may include limitations on direct or beneficial ownership and restrictions on transfer of the securities offered by this prospectus, in each case as may be appropriate to preserve our status as a real estate investment trust for federal income tax purposes, among other purposes. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with the additional information described under the heading “Incorporation of Certain Documents by Reference” before you make your investment decision. Our shares of common stock, par value $0.001 per share, 6.625% Series E Cumulative Redeemable Preferred Stock, par value $0.001 per share, and 6.00% Series G Cumulative Redeemable Preferred Stock, par value $0.001 per share, trade on the Nasdaq Global Select Market under the trading symbols “GOOD,” “GOODN,” and “GOODO,” respectively. Investing in our securities involves substantial risks. See “Risk Factors” on page 7 of this prospectus, and any similar section contained in the applicable prospectus supplement concerning factors you should consider before investing in our securities. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. ABOUT THIS PROSPECTUS 1 FORWARD-LOOKING STATEMENTS 2 PROSPECTUS SUMMARY 4 RISK FACTORS 7 USE OF PROCEEDS 8 DESCRIPTION OF CAPITAL STOCK 9 DESCRIPTION OF DEBT SECURITIES 20 DESCRIPTION OF DEPOSITARY SHARES 27 DESCRIPTION OF SUBSCRIPTION RIGHTS 30 BOOK ENTRY PROCEDURES AND SETTLEMENT 31 CERTAIN PROVISIONS OF MARYLAND LAW AND OF OUR CHARTER AND BYLAWS 32 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS 38 PLAN OF DISTRIBUTION 62 LEGAL MATTERS 66 EXPERTS 66 WHERE YOU CAN FIND MORE INFORMATION 66 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 67 This prospectus is part of a registration statement on Form S-3 that we filed with the SEC, using a “shelf” registration process for the delayed offering and sale of securities pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). Under this shelf registration statement, we may, over time, sell any combination of the securities described in this prospectus in one or more offerings. Under the shelf registration process, we may, over time, sell any combination of the securities described in this prospectus in one or more offerings up to a total dollar amount of $1.3 billion, as described in this prospectus. This prospectus only provides you with a general description of the securities that we may offer. As allowed by SEC rules, this prospectus does not contain all of the information that you can find in the registration statement or the exhibits thereto. For further information, we refer you to the registration statement, including any amendments thereto, including its exhibits. We will not use this prospectus to offer and sell securities unless it is accompanied by a prospectus supplement that more fully describes the securities being offered and the terms of such offering. Any accompanying prospectus supplement or free writing prospectus may also update, amend or supersede other information contained in this prospectus. Before purchasing any securities, you should carefully read this prospectus, any accompanying prospectus supplement and any free writing prospectus together with the information incorporated or deemed to be incorporated by reference herein as described under the heading “Where You Can Find More Information” below.
Appears in 1 contract
Sources: Open Market Sale Agreement
EXPERTS. The financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in the Report of Management on Internal Control over Financial Reporting) incorporated in this prospectus supplement by reference to the Annual Report on Form 10-K for the year ended December 31, 2023 2022 have been so incorporated in reliance on the report (which contains an emphasis of matter paragraph relating to the Company’s need to raise additional financing to continue its products’ development for the foreseeable future as described in Note 1 to the financial statements) of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. We have filed with the SEC rules allow us a registration statement on Form S-3 under the Securities Act with respect to “incorporate by reference” the securities to be offered under this prospectus. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth or incorporated by reference in the registration statement of which this prospectus is a part and the exhibits to such registration statement. For further information with respect to us and the securities offered by this prospectus, we file with the SEC, which means that we can disclose important information to you by referring refer you to those the registration statement of which this prospectus is a part and the exhibits to such registration statement. Statements contained in this prospectus as to the contents of any contract or any other document are not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement or an exhibit to the reports or other documents incorporated by reference into this prospectus, please see the copy of the contract or document that has been filed. Each statement in this prospectus relating to a contract or document filed separately as an exhibit is qualified in all respects by the filed exhibit. The SEC maintains an Internet website that contains reports, proxy statements and other information about issuers, like us, that file electronically with the SEC. The information incorporated by reference in this prospectus supplement and the accompanying prospectus address of that website is considered to be part of this prospectus supplement and the accompanying prospectus, and the information we file subsequently with the SEC prior to the completion of this offering will automatically update and supersede such information. We previously filed the following documents with the SEC and such filings are incorporated by reference into this prospectus supplement and the accompanying prospectus: • Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed February 21, 2024 (including portions of ourDefinitive Proxy Statement for the 2024 Annual Meeting of Stockholders incorporated therein by reference); and • The description of our common stock, which is filed as Exhibit 4.7 to our Annual Report on Form10-K for the fiscal year ended December 31, 2023, which updates the description contained in our Registration Statement on Form 8-A, filed August 12, 2003, as updated through subsequently filed reports. We also incorporate by reference into this prospectus supplement additional documents that we may file with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, from the date of this prospectus supplement until all of the securities offered by this prospectus supplement have been sold or the offering of these securities is otherwise terminated, provided, however, that information “furnished” under Item 2.02 or Item 7.01 of Form 8-K or other information “furnished” to the SEC which is not deemed filed is not incorporated by reference in this prospectus supplement and in the accompanying prospectus. Information that we subsequently file with the SEC as aforesaid will automatically update and may supersede information in this prospectus supplement and the accompanying prospectus and information that we previously filed with the SEC▇▇▇.▇▇▇.▇▇▇. You may obtain copies of any also request a copy of these filings from us as described belowfilings, through the SEC’s website as described above. Documents incorporated by reference are available without charge, excluding all exhibits unless an exhibit has been specifically incorporated by reference into this prospectus supplementat no cost, by writing or calling our Investor Relations Department us at the following address and telephone number: Investor Relations Gladstone Commercial Corporation ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ #▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇, ▇ ▇▇▇▇▇ or telephoning us at (▇▇▇ Copies ▇) ▇▇▇-▇▇▇▇. We are subject to the information and reporting requirements of our annual report on Form 10-Kthe Exchange Act and, quarterly reports on Form 10-Qin accordance with this law, current reports on Form 8-Kfile periodic reports, proxy statements and amendments, if any, to those reports filed or furnished other information with the SEC pursuant to Section 13(a) or 15(d) SEC. These periodic reports, proxy statements and other information are available at the website of the Exchange Act are available free of charge through our SEC referred to above. We also maintain a website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. A request for any You may access these materials free of these reports may also be submitted to us by sending a written request addressed to Investor Relations, Gladstone Commercial Corporation, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, VA 22102charge as soon as reasonably practicable after they are electronically filed with, or by calling our toll-free investor relations line at ▇-▇▇▇-▇▇▇-▇▇▇▇furnished to, the SEC. The information located on, Information contained on or accessible from, connected to our website is notnot a part of, and shall is not be deemed to beincorporated into, except as described below, a part of this prospectus supplement or the accompanying prospectus or incorporated into any other filings that we make with the SEC. The SEC also maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at ▇▇▇.▇▇▇.▇▇▇. We have filed with the SEC a “shelf” registration statement on Form S-3 under the Securities Act relating to the securities that may be offered by the accompanying prospectus. Such prospectus is a part of that registration statement, but does not contain all of the information in the registration statement. We have omitted parts of the registration statement in accordance with the rules and regulations of the SEC. For more detail about us and any securities that may be offered by such prospectus, you may examine the registration statement on Form S-3 and the exhibits filed with it at the locations listed in the previous paragraph. We may offer and sell, from time to time, one or more series or classes of common stock, preferred stock, debt securities, depositary shares and subscription rights (collectively, the “securities”). We may offer these securities with an aggregate initial public offering price of up to $1.3 billion, or its equivalent in a foreign currency based upon the exchange rate at the time of sale, in amounts, at initial prices and on terms determined at the time of the offering. We may offer these securities separately or together, in separate series or classes and in amounts, at prices and on terms described in one or more supplements to this prospectus. We may offer and sell these securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names, and any applicable purchase price, fee, commission or discount arrangement with, between or among them, will be set forth, or will be calculable from the information set forth, in an accompanying prospectus supplement. For more detailed information, see “Plan of Distribution” in this prospectus. No securities may be sold without delivery of an accompanying prospectus supplement describing the method and terms of the offering of those securities. Accordingly, we will deliver this prospectus together with an accompanying prospectus supplement setting forth the specific terms of the securities that we are offering. The specific terms may include limitations on direct or beneficial ownership and restrictions on transfer of the securities offered by this prospectus, in each case as may be appropriate to preserve our status as a real estate investment trust for federal income tax purposes, among other purposes. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with the additional information described under the heading “Incorporation inclusion of Certain Documents by Reference” before you make your investment decision. Our shares of common stock, par value $0.001 per share, 6.625% Series E Cumulative Redeemable Preferred Stock, par value $0.001 per share, and 6.00% Series G Cumulative Redeemable Preferred Stock, par value $0.001 per share, trade on the Nasdaq Global Select Market under the trading symbols “GOOD,” “GOODN,” and “GOODO,” respectively. Investing our website address in our securities involves substantial risks. See “Risk Factors” on page 7 of this prospectus, and any similar section contained in the applicable prospectus supplement concerning factors you should consider before investing in our securities. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. ABOUT THIS PROSPECTUS 1 FORWARD-LOOKING STATEMENTS 2 PROSPECTUS SUMMARY 4 RISK FACTORS 7 USE OF PROCEEDS 8 DESCRIPTION OF CAPITAL STOCK 9 DESCRIPTION OF DEBT SECURITIES 20 DESCRIPTION OF DEPOSITARY SHARES 27 DESCRIPTION OF SUBSCRIPTION RIGHTS 30 BOOK ENTRY PROCEDURES AND SETTLEMENT 31 CERTAIN PROVISIONS OF MARYLAND LAW AND OF OUR CHARTER AND BYLAWS 32 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS 38 PLAN OF DISTRIBUTION 62 LEGAL MATTERS 66 EXPERTS 66 WHERE YOU CAN FIND MORE INFORMATION 66 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 67 This prospectus is part of a registration statement on Form S-3 that we filed with the SEC, using a “shelf” registration process for the delayed offering and sale of securities pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). Under this shelf registration statement, we may, over time, sell any combination of the securities described in this prospectus in one or more offerings. Under the shelf registration process, we may, over time, sell any combination of the securities described in this prospectus in one or more offerings up to a total dollar amount of $1.3 billion, as described in this prospectus. This prospectus only provides you with a general description of the securities that we may offer. As allowed by SEC rules, this prospectus does not contain all of the information that you can find in the registration statement or the exhibits thereto. For further information, we refer you to the registration statement, including any amendments thereto, including its exhibits. We will not use this prospectus to offer and sell securities unless it is accompanied by a prospectus supplement that more fully describes the securities being offered and the terms of such offering. Any accompanying prospectus supplement or free writing prospectus may also update, amend or supersede other information contained in this prospectus. Before purchasing any securities, you should carefully read this prospectus, any accompanying prospectus supplement and any free writing prospectus together with the information incorporated or deemed to be incorporated by an inactive textual reference herein as described under the heading “Where You Can Find More Information” belowonly.
Appears in 1 contract
Sources: Sales Agreement
EXPERTS. The consolidated financial statements of Virax Biolabs Group Limited as of March 31, 2023 and management’s assessment of the effectiveness of internal control over financial reporting (which is included in the Report of Management on Internal Control over Financial Reporting) incorporated in this prospectus supplement by reference to the Annual Report on Form 10-K for the year ended December 31then ended, 2023 have been so incorporated by reference herein in reliance on upon the report of PricewaterhouseCoopers LLPReliant CPA PC, an independent registered public accounting firm, given on incorporated by reference herein, and upon the authority of said firm as experts in auditing accounting and accounting. SEC rules allow us to “incorporate by reference” the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents filed separately with the SECauditing. The information incorporated by reference in this prospectus supplement and the accompanying prospectus registered business address of Reliant CPA PC is considered to be part of this prospectus supplement and the accompanying prospectus, and the information we file subsequently with the SEC prior to the completion of this offering will automatically update and supersede such information. We previously filed the following documents with the SEC and such filings are incorporated by reference into this prospectus supplement and the accompanying prospectus: • Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed February 21, 2024 (including portions of ourDefinitive Proxy Statement for the 2024 Annual Meeting of Stockholders incorporated therein by reference); and • The description of our common stock, which is filed as Exhibit 4.7 to our Annual Report on Form10-K for the fiscal year ended December 31, 2023, which updates the description contained in our Registration Statement on Form 8-A, filed August 12, 2003, as updated through subsequently filed reports. We also incorporate by reference into this prospectus supplement additional documents that we may file with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, from the date of this prospectus supplement until all of the securities offered by this prospectus supplement have been sold or the offering of these securities is otherwise terminated, provided, however, that information “furnished” under Item 2.02 or Item 7.01 of Form 8-K or other information “furnished” to the SEC which is not deemed filed is not incorporated by reference in this prospectus supplement and in the accompanying prospectus. Information that we subsequently file with the SEC as aforesaid will automatically update and may supersede information in this prospectus supplement and the accompanying prospectus and information that we previously filed with the SEC. You may obtain copies of any of these filings from us as described below, through the SEC’s website as described above. Documents incorporated by reference are available without charge, excluding all exhibits unless an exhibit has been specifically incorporated by reference into this prospectus supplement, by writing or calling our Investor Relations Department at the following address and telephone number: Investor Relations Gladstone Commercial Corporation ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ Copies of our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and amendments, if any, to those reports filed or furnished with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge through our website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. A request for any of these reports may also be submitted to us by sending a written request addressed to Investor Relations, Gladstone Commercial Corporation, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, VA 22102, or by calling our toll-free investor relations line at ▇-▇ ▇▇▇-▇▇, ▇▇ ▇▇▇-▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇. The information located onconsolidated financial statements of Virax Biolabs Group Limited as of March 31, or accessible from2022 and for the year then ended, our website is nothave been incorporated by reference herein in reliance upon the report of ▇▇ ▇▇▇▇▇▇▇ CPA PC, independent registered public accounting firm, incorporated by reference herein, and shall not be deemed to beupon the authority of said firm as experts in accounting and auditing. The registered business address of ▇▇ ▇▇▇▇▇▇▇ CPA PC is ▇▇▇▇ ▇ ▇▇▇▇▇ ▇▇▇, except as described below▇▇▇▇▇▇▇▇, a ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇. This prospectus is part of this prospectus supplement or the accompanying prospectus or incorporated into any other filings that a registration statement we make filed with the SEC. The SEC also maintains a website that contains reportsThis prospectus, proxy which constitutes part of the registration statement, does not contain all of the information set forth in the registration statement and the exhibits and schedules thereto. For further information statementswith respect to the Company and its securities, reference is made to the registration statement and the exhibits and any schedules filed therewith. Statements contained in this prospectus as to the contents of any contract or any other document referred to are not necessarily complete, and in each instance, we refer you to the copy of the contract or other information regarding issuers that file electronically with document filed as an exhibit to the registration statement. Each of these statements is qualified in all respects by this reference. You can read our SEC filings, including the registration statement, over the Internet at the SEC’s website at ▇▇▇.▇▇▇.▇▇▇. We have filed with the SEC a “shelf” registration statement on Form S-3 under the Securities Act relating are subject to the securities that may be offered by the accompanying prospectus. Such prospectus is a part of that registration statement, but does not contain all information reporting requirements of the Exchange Act and we are required to file reports, proxy statements and other information in the registration statement. We have omitted parts of the registration statement in accordance with the rules and regulations of the SEC. For more detail about us These reports, proxy statements, and any securities that may be offered by such prospectusother information are available for inspection and copying at the SEC’s website referred to above. We also maintain a website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, at which you may examine the registration statement on Form S-3 and the exhibits access these materials free of charge as soon as reasonably practicable after they are electronically filed with it at the locations listed in the previous paragraph. We may offer and sellwith, from time to time, one or more series or classes of common stock, preferred stock, debt securities, depositary shares and subscription rights (collectivelyfurnished to, the “securities”)SEC. We may offer these securities with an aggregate initial public offering price of up to $1.3 billion, Information contained on or its equivalent in accessible through our website is not a foreign currency based upon the exchange rate at the time of sale, in amounts, at initial prices and on terms determined at the time of the offering. We may offer these securities separately or together, in separate series or classes and in amounts, at prices and on terms described in one or more supplements to this prospectus. We may offer and sell these securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names, and any applicable purchase price, fee, commission or discount arrangement with, between or among them, will be set forth, or will be calculable from the information set forth, in an accompanying prospectus supplement. For more detailed information, see “Plan of Distribution” in this prospectus. No securities may be sold without delivery of an accompanying prospectus supplement describing the method and terms of the offering of those securities. Accordingly, we will deliver this prospectus together with an accompanying prospectus supplement setting forth the specific terms of the securities that we are offering. The specific terms may include limitations on direct or beneficial ownership and restrictions on transfer of the securities offered by this prospectus, in each case as may be appropriate to preserve our status as a real estate investment trust for federal income tax purposes, among other purposes. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with the additional information described under the heading “Incorporation of Certain Documents by Reference” before you make your investment decision. Our shares of common stock, par value $0.001 per share, 6.625% Series E Cumulative Redeemable Preferred Stock, par value $0.001 per share, and 6.00% Series G Cumulative Redeemable Preferred Stock, par value $0.001 per share, trade on the Nasdaq Global Select Market under the trading symbols “GOOD,” “GOODN,” and “GOODO,” respectively. Investing in our securities involves substantial risks. See “Risk Factors” on page 7 part of this prospectus, and any similar section contained the inclusion of our website address in the applicable prospectus supplement concerning factors you should consider before investing in our securities. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. ABOUT THIS PROSPECTUS 1 FORWARD-LOOKING STATEMENTS 2 PROSPECTUS SUMMARY 4 RISK FACTORS 7 USE OF PROCEEDS 8 DESCRIPTION OF CAPITAL STOCK 9 DESCRIPTION OF DEBT SECURITIES 20 DESCRIPTION OF DEPOSITARY SHARES 27 DESCRIPTION OF SUBSCRIPTION RIGHTS 30 BOOK ENTRY PROCEDURES AND SETTLEMENT 31 CERTAIN PROVISIONS OF MARYLAND LAW AND OF OUR CHARTER AND BYLAWS 32 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS 38 PLAN OF DISTRIBUTION 62 LEGAL MATTERS 66 EXPERTS 66 WHERE YOU CAN FIND MORE INFORMATION 66 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 67 This prospectus is part of a registration statement on Form S-3 that we filed with the SEC, using a “shelf” registration process for the delayed offering and sale of securities pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). Under this shelf registration statement, we may, over time, sell any combination of the securities described in this prospectus in one or more offerings. Under the shelf registration process, we may, over time, sell any combination of the securities described in this prospectus in one or more offerings up to a total dollar amount of $1.3 billion, as described in this prospectus. This prospectus only provides you with a general description of the securities that we may offer. As allowed by SEC rules, this prospectus does not contain all of the information that you can find in the registration statement or the exhibits thereto. For further information, we refer you to the registration statement, including any amendments thereto, including its exhibits. We will not use this prospectus to offer and sell securities unless it is accompanied by a prospectus supplement that more fully describes the securities being offered and the terms of such offering. Any accompanying prospectus supplement or free writing prospectus may also update, amend or supersede other information contained in this prospectus. Before purchasing any securities, you should carefully read this prospectus, any accompanying prospectus supplement and any free writing prospectus together with the information incorporated or deemed to be incorporated by an inactive textual reference herein as described under the heading “Where You Can Find More Information” belowonly.
Appears in 1 contract
Sources: At the Market Offering Agreement
EXPERTS. The financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in the Report of Management on Internal Control over Financial Reporting) incorporated in this prospectus supplement by reference to the Annual Report on Form 10-K for the year ended December 31, 2023 2022 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. SEC rules allow us to “incorporate by reference” the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents filed separately with the SEC. The information incorporated by reference in this prospectus supplement and the accompanying prospectus is considered to be part of this prospectus supplement and the accompanying prospectus, and the information we file subsequently with the SEC prior to the completion of this offering will automatically update and supersede such information. We previously filed the following documents with the SEC and such filings are incorporated by reference into this prospectus supplement and the accompanying prospectus: • Annual Report on Form 10-K for the fiscal year ended December 31, 20232022, filed February 2122, 2024 2023 (including portions of ourDefinitive our definitive Proxy Statement for the 2024 2023 Annual Meeting of Stockholders incorporated therein by reference); • Current Reports on Form 8-K, filed January 10, 2023, February 7, 2023, February 9, 2023, and March 3, 2023; and • The description of our common stock, which is filed as Exhibit 4.7 to our Annual Report on Form10-K for the fiscal year ended December 31, 2023, which updates the description stock contained in our Registration Statement on Form onForm 8-A, filed August 12, 2003, as updated through subsequently filed reports. We also incorporate by reference into this prospectus supplement additional documents that we may file with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, from the date of this prospectus supplement until all of the securities offered by this prospectus supplement have been sold or the offering of these securities is otherwise terminated, provided, however, that information “furnished” under Item 2.02 or Item 7.01 of Form 8-K or other information “furnished” to the SEC which is not deemed filed is not incorporated by reference in this prospectus supplement and in the accompanying prospectus. Information that we subsequently file with the SEC as aforesaid will automatically update and may supersede information in this prospectus supplement and the accompanying prospectus and information that we previously filed with the SEC. You may obtain copies of any of these filings from us as described below, through the SEC’s website as described above. Documents incorporated by reference are available without charge, excluding all exhibits unless an exhibit has been specifically incorporated by reference into this prospectus supplement, by writing or calling our Investor Relations Department at the following address and telephone number: Investor Relations Gladstone Commercial Corporation ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ Copies of our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and amendments, if any, to those reports filed or furnished with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge through our website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. A request for any of these reports may also be submitted to us by sending a written request addressed to Investor Relations, Gladstone Commercial Corporation, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, VA 22102, or by calling our toll-free investor relations line at ▇-▇▇▇-▇▇▇-▇▇▇▇. The information located on, or accessible from, our website is not, and shall not be deemed to be, except as described below, a part of this prospectus supplement or the accompanying prospectus or incorporated into any other filings that we make with the SEC. The SEC also maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at ▇▇▇.▇▇▇.▇▇▇. We have filed with the SEC a “shelf” registration statement on Form S-3 under the Securities Act relating to the securities that may be offered by the accompanying prospectus. Such prospectus is a part of that registration statement, but does not contain all of the information in the registration statement. We have omitted parts of the registration statement in accordance with the rules and regulations of the SEC. For more detail about us and any securities that may be offered by such prospectus, you may examine the registration statement on Form S-3 and the exhibits filed with it at the locations listed in the previous paragraph. We may offer and sell, from time to time, one or more series or classes of common stock, preferred stock, debt securities, depositary shares and subscription rights (collectively, the “securities”). We may offer these securities with an aggregate initial public offering price of up to $1.3 billion, or its equivalent in a foreign currency based upon the exchange rate at the time of sale, in amounts, at initial prices and on terms determined at the time of the offering. We may offer these securities separately or together, in separate series or classes and in amounts, at prices and on terms described in one or more supplements to this prospectus. We may offer and sell these securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names, and any applicable purchase price, fee, commission or discount arrangement with, between or among them, will be set forth, or will be calculable from the information set forth, in an accompanying prospectus supplement. For more detailed information, see “Plan of Distribution” in this prospectus. No securities may be sold without delivery of an accompanying prospectus supplement describing the method and terms of the offering of those securities. Accordingly, we will deliver this prospectus together with an accompanying prospectus supplement setting forth the specific terms of the securities that we are offering. The specific terms may include limitations on direct or beneficial ownership and restrictions on transfer of the securities offered by this prospectus, in each case as may be appropriate to preserve our status as a real estate investment trust for federal income tax purposes, among other purposes. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with the additional information described under the heading “Incorporation of Certain Documents by Reference” before you make your investment decision. Our shares of common stock, par value $0.001 per share, 6.625% Series E Cumulative Redeemable Preferred Stock, par value $0.001 per share, and 6.00% Series G Cumulative Redeemable Preferred Stock, par value $0.001 per share, trade on the Nasdaq Global Select Market under the trading symbols “GOOD,” “GOODN,” and “GOODO,” respectively. Investing in our securities involves substantial risks. See “Risk Factors” on page 7 of this prospectus, and any similar section contained in the applicable prospectus supplement concerning factors you should consider before investing in our securities. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. ABOUT THIS PROSPECTUS 1 FORWARD-LOOKING STATEMENTS 2 PROSPECTUS SUMMARY 4 RISK FACTORS 7 USE OF PROCEEDS 8 DESCRIPTION OF CAPITAL STOCK 9 DESCRIPTION OF DEBT SECURITIES 20 DESCRIPTION OF DEPOSITARY SHARES 27 DESCRIPTION OF SUBSCRIPTION RIGHTS 30 BOOK ENTRY PROCEDURES AND SETTLEMENT 31 CERTAIN PROVISIONS OF MARYLAND LAW AND OF OUR CHARTER AND BYLAWS 32 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS 38 PLAN OF DISTRIBUTION 62 LEGAL MATTERS 66 EXPERTS 66 WHERE YOU CAN FIND MORE INFORMATION 66 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 67 This prospectus is part of a registration statement on Form S-3 that we filed with the SEC, using a “shelf” registration process for the delayed offering and sale of securities pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). Under this shelf registration statement, we may, over time, sell any combination of the securities described in this prospectus in one or more offerings. Under the shelf registration process, we may, over time, sell any combination of the securities described in this prospectus in one or more offerings up to a total dollar amount of $1.3 billion, as described in this prospectus. This prospectus only provides you with a general description of the securities that we may offer. As allowed by SEC rules, this prospectus does not contain all of the information that you can find in the registration statement or the exhibits thereto. For further information, we refer you to the registration statement, including any amendments thereto, including its exhibits. We will not use this prospectus to offer and sell securities unless it is accompanied by a prospectus supplement that more fully describes the securities being offered and the terms of such offering. Any accompanying prospectus supplement or free writing prospectus may also update, amend or supersede other information contained in this prospectus. Before purchasing any securities, you should carefully read this prospectus, any accompanying prospectus supplement and any free writing prospectus together with the information incorporated or deemed to be incorporated by reference herein as described under the heading “Where You Can Find More Information” below.
Appears in 1 contract
EXPERTS. The consolidated financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in the Report of Management on Internal Control over Financial Reporting) incorporated in this prospectus supplement by reference to from the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 2020 have been so incorporated in reliance on the report of PricewaterhouseCoopers audited by CohnReznick LLP, an independent registered public accounting firm, as set forth in their report thereon, included therein, and incorporated herein by reference, which report includes an explanatory paragraph on the Company’s ability to continue as a going concern. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of said such firm as experts in auditing accounting and accountingauditing. SEC rules allow us to “incorporate by reference” the information we file We have filed a registration statement on Form S-3 with the SEC, which means that we can disclose important information to you SEC for the shares of common stock offered by referring you to those documents filed separately with the SEC. The information incorporated by reference in this prospectus supplement and the accompanying prospectus is considered to be part of this prospectus supplement and the accompanying prospectus, and the information we file subsequently with the SEC prior to the completion of this offering will automatically update and supersede such information. We previously filed the following documents with the SEC and such filings are incorporated by reference into this This prospectus supplement and the accompanying prospectus: • Annual Report on Form 10-K for , including the fiscal year ended December 31, 2023, filed February 21, 2024 (including portions of ourDefinitive Proxy Statement for the 2024 Annual Meeting of Stockholders information incorporated therein by reference); and • The description of our common stock, which is filed as Exhibit 4.7 to our Annual Report on Form10-K for the fiscal year ended December 31, 2023, which updates the description contained in our Registration Statement on Form 8-A, filed August 12, 2003, as updated through subsequently filed reports. We also incorporate by reference into this prospectus supplement additional documents that we may file with the SEC under Section 13(a)herein and therein, 13(c), 14 or 15(d) of the Exchange Act, from the date of this prospectus supplement until do not include all of the securities offered by this prospectus supplement have been sold or information contained in the offering of these securities is otherwise terminatedregistration statement. You should refer to the registration statement and its exhibits for additional information. We file annual, providedquarterly and periodic reports, however, that information “furnished” under Item 2.02 or Item 7.01 of Form 8-K or proxy statements and other information “furnished” to the SEC which is not deemed filed is not incorporated by reference in this prospectus supplement and in the accompanying prospectus. Information that we subsequently file with the SEC as aforesaid will automatically update and may supersede information in this prospectus supplement and the accompanying prospectus and information that we previously filed with the SEC. You may obtain copies Many of any of these our SEC filings are available to the public from us as described below, through the SEC’s website as described abovewebsite: ▇▇▇.▇▇▇.▇▇▇. Documents incorporated by reference are We make available without chargefree of charge our annual, excluding all exhibits unless an exhibit has been specifically incorporated by reference into this prospectus supplementquarterly and current reports, by writing or calling our Investor Relations Department proxy statements and other information upon request. To request such materials, please contact us at the following address and or telephone number: Investor Relations Gladstone Commercial Corporation ▇ADMA Biologics, Inc. ▇▇▇ ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇ Copies of our annual report on Form 10▇▇, Executive Vice President and Chief Financial Officer, (▇▇▇) ▇▇▇-K▇▇▇▇. Exhibits to the documents will not be sent, quarterly reports on Form 10-Qunless those exhibits have specifically been incorporated by reference in this prospectus. You may also obtain reports, current reports on Form 8-K, proxy statements and amendments, if any, to those reports filed or furnished other information that we file with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge through by accessing our website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, under the Investors tab, SEC Filings. A request for any of these reports may also be submitted to us by sending a written request addressed to Investor Relations, Gladstone Commercial Corporation, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, VA 22102, or by calling our toll-free investor relations line at ▇-▇▇▇-▇▇▇-▇▇▇▇. The information located onInformation contained in, or accessible fromthrough, our website is not, and shall does not be deemed to be, except as described below, constitute a part of this prospectus supplement or the accompanying prospectus or incorporated into any other filings that we make with the SEC. The SEC also maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at ▇▇▇prospectus.▇▇▇.▇▇▇. We have filed with the SEC a “shelf” registration statement on Form S-3 under the Securities Act relating to the securities that may be offered by the accompanying prospectus. Such prospectus is a part of that registration statement, but does not contain all of the information in the registration statement. We have omitted parts of the registration statement in accordance with the rules and regulations of the SEC. For more detail about us and any securities that may be offered by such prospectus, you may examine the registration statement on Form S-3 and the exhibits filed with it at the locations listed in the previous paragraph. We may offer and sell, from time to time, one or more series or classes of common stock, preferred stock, debt securities, depositary shares and subscription rights (collectively, the “securities”). We may offer these securities with an aggregate initial public offering price of up to $1.3 billion, or its equivalent in a foreign currency based upon the exchange rate at the time of sale, in amounts, at initial prices and on terms determined at the time of the offering. We may offer these securities separately or together, in separate series or classes and in amounts, at prices and on terms described in one or more supplements to this prospectus. We may offer and sell these securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names, and any applicable purchase price, fee, commission or discount arrangement with, between or among them, will be set forth, or will be calculable from the information set forth, in an accompanying prospectus supplement. For more detailed information, see “Plan of Distribution” in this prospectus. No securities may be sold without delivery of an accompanying prospectus supplement describing the method and terms of the offering of those securities. Accordingly, we will deliver this prospectus together with an accompanying prospectus supplement setting forth the specific terms of the securities that we are offering. The specific terms may include limitations on direct or beneficial ownership and restrictions on transfer of the securities offered by this prospectus, in each case as may be appropriate to preserve our status as a real estate investment trust for federal income tax purposes, among other purposes. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with the additional information described under the heading “Incorporation of Certain Documents by Reference” before you make your investment decision. Our shares of common stock, par value $0.001 per share, 6.625% Series E Cumulative Redeemable Preferred Stock, par value $0.001 per share, and 6.00% Series G Cumulative Redeemable Preferred Stock, par value $0.001 per share, trade on the Nasdaq Global Select Market under the trading symbols “GOOD,” “GOODN,” and “GOODO,” respectively. Investing in our securities involves substantial risks. See “Risk Factors” on page 7 of this prospectus, and any similar section contained in the applicable prospectus supplement concerning factors you should consider before investing in our securities. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. ABOUT THIS PROSPECTUS 1 FORWARD-LOOKING STATEMENTS 2 PROSPECTUS SUMMARY 4 RISK FACTORS 7 USE OF PROCEEDS 8 DESCRIPTION OF CAPITAL STOCK 9 DESCRIPTION OF DEBT SECURITIES 20 DESCRIPTION OF DEPOSITARY SHARES 27 DESCRIPTION OF SUBSCRIPTION RIGHTS 30 BOOK ENTRY PROCEDURES AND SETTLEMENT 31 CERTAIN PROVISIONS OF MARYLAND LAW AND OF OUR CHARTER AND BYLAWS 32 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS 38 PLAN OF DISTRIBUTION 62 LEGAL MATTERS 66 EXPERTS 66 WHERE YOU CAN FIND MORE INFORMATION 66 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 67 This prospectus is part of a registration statement on Form S-3 that we filed with the SEC, using a “shelf” registration process for the delayed offering and sale of securities pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). Under this shelf registration statement, we may, over time, sell any combination of the securities described in this prospectus in one or more offerings. Under the shelf registration process, we may, over time, sell any combination of the securities described in this prospectus in one or more offerings up to a total dollar amount of $1.3 billion, as described in this prospectus. This prospectus only provides you with a general description of the securities that we may offer. As allowed by SEC rules, this prospectus does not contain all of the information that you can find in the registration statement or the exhibits thereto. For further information, we refer you to the registration statement, including any amendments thereto, including its exhibits. We will not use this prospectus to offer and sell securities unless it is accompanied by a prospectus supplement that more fully describes the securities being offered and the terms of such offering. Any accompanying prospectus supplement or free writing prospectus may also update, amend or supersede other information contained in this prospectus. Before purchasing any securities, you should carefully read this prospectus, any accompanying prospectus supplement and any free writing prospectus together with the information incorporated or deemed to be incorporated by reference herein as described under the heading “Where You Can Find More Information” below.
Appears in 1 contract
Sources: Distribution Agreement
EXPERTS. The financial statements and managementof Augmedix, Inc. appearing in Augmedix, Inc.’s assessment of the effectiveness of internal control over financial reporting (which is included in the Report of Management on Internal Control over Financial Reporting) incorporated in this prospectus supplement by reference to the Annual Report on Form 10-K for the year ended December 31, 2023 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. SEC rules allow us to “incorporate by reference” the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents filed separately with the SEC. The information incorporated by reference in this prospectus supplement and the accompanying prospectus is considered to be part of this prospectus supplement and the accompanying prospectus, and the information we file subsequently with the SEC prior to the completion of this offering will automatically update and supersede such information. We previously filed the following documents with the SEC and such filings are incorporated by reference into this prospectus supplement and the accompanying prospectus: • Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed February 21, 2024 (including portions of ourDefinitive Proxy Statement for the 2024 Annual Meeting of Stockholders incorporated therein by reference); and • The description of our common stock, which is filed as Exhibit 4.7 to our Annual Report on Form10-K for the fiscal year ended December 31, 2023, which updates the description contained in our Registration Statement on Form 8-A, filed August 12, 2003, as updated through subsequently filed reports. We also incorporate by reference into this prospectus supplement additional documents that we may file with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, from the date of this prospectus supplement until all of the securities offered by this prospectus supplement 2021 have been sold or the offering of these securities is otherwise terminated, provided, however, that information “furnished” under Item 2.02 or Item 7.01 of Form 8-K or other information “furnished” to the SEC which is not deemed filed is not incorporated audited by reference in this prospectus supplement and in the accompanying prospectus. Information that we subsequently file with the SEC as aforesaid will automatically update and may supersede information in this prospectus supplement and the accompanying prospectus and information that we previously filed with the SEC. You may obtain copies of any of these filings from us as described below, through the SEC’s website as described above. Documents incorporated by reference are available without charge, excluding all exhibits unless an exhibit has been specifically incorporated by reference into this prospectus supplement, by writing or calling our Investor Relations Department at the following address and telephone number: Investor Relations Gladstone Commercial Corporation ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ Copies + Co. LLP, independent registered public accounting firm, as set forth in their report thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of our annual report on Form 10-Ksuch firm as experts in accounting and auditing. We are subject to the informational requirements of the Exchange Act and, in accordance therewith, we file annual, quarterly reports on Form 10-Q, and current reports on Form 8-Kreports, proxy statements and amendments, if any, to those reports filed or furnished other information with the SEC. The SEC pursuant to Section 13(a) or 15(d) maintains a website that contains reports, proxy and information statements and other information about issuers, such as us, who file electronically with the SEC, including Augmedix. The address of the Exchange Act are available free of charge through our that website at is ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. Our website address is ▇▇▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇. A request for General information about us, including our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, as well as any amendments and exhibits to those reports, are available free of these reports may also be submitted to us by sending a written request addressed to Investor Relations, Gladstone Commercial Corporation, charge through our website at ▇▇▇▇ ▇▇://▇▇.▇▇▇▇▇▇▇▇▇▇ .▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, VA 22102/ as soon as reasonably practicable after we file them with, or by calling our toll-free investor relations line at ▇-▇▇▇-▇▇▇-▇▇▇▇furnish them to, the SEC. The information located Information contained on, or accessible fromthat can be accessed through, our website is notnot incorporated by reference into this prospectus, and shall you should not be deemed to be, except consider information contained on our website as described below, a part of this prospectus supplement or the accompanying prospectus or incorporated into any other filings that we make with the SEC. The SEC also maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at ▇▇▇.▇▇▇.▇▇▇prospectus. We have filed with the SEC a “shelf” registration statement on Form S-3 S-3, including exhibits, schedules and amendments filed with the registration statement, of which this prospectus is a part, under the Securities Act relating with respect to the securities that may be offered by the accompanying this prospectus. Such This prospectus is a part of that registration statement, but does not contain all of the information in the registration statement. We have omitted parts of the registration statement in accordance with the rules and regulations of the SEC. For more detail about us further information with respect to our company and any the securities that may be offered by such prospectus, you may examine the registration statement on Form S-3 and the exhibits filed with it at the locations listed in the previous paragraph. We may offer and sell, from time to time, one or more series or classes of common stock, preferred stock, debt securities, depositary shares and subscription rights (collectively, the “securities”). We may offer these securities with an aggregate initial public offering price of up to $1.3 billion, or its equivalent in a foreign currency based upon the exchange rate at the time of sale, in amounts, at initial prices and on terms determined at the time of the offering. We may offer these securities separately or together, in separate series or classes and in amounts, at prices and on terms described in one or more supplements to this prospectus. We may offer and sell these securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names, and any applicable purchase price, fee, commission or discount arrangement with, between or among them, will be set forth, or will be calculable from the information set forth, in an accompanying prospectus supplement. For more detailed information, see “Plan of Distribution” in this prospectus. No securities may be sold without delivery of an accompanying prospectus supplement describing the method and terms of the offering of those securities. Accordingly, we will deliver this prospectus together with an accompanying prospectus supplement setting forth the specific terms of the securities that we are offering. The specific terms may include limitations on direct or beneficial ownership and restrictions on transfer of the securities offered by this prospectus, in each case as may be appropriate to preserve our status as a real estate investment trust for federal income tax purposes, among other purposes. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with the additional information described under the heading “Incorporation of Certain Documents by Reference” before you make your investment decision. Our shares of common stock, par value $0.001 per share, 6.625% Series E Cumulative Redeemable Preferred Stock, par value $0.001 per share, and 6.00% Series G Cumulative Redeemable Preferred Stock, par value $0.001 per share, trade on the Nasdaq Global Select Market under the trading symbols “GOOD,” “GOODN,” and “GOODO,” respectively. Investing in our securities involves substantial risks. See “Risk Factors” on page 7 of this prospectus, and any similar section contained in the applicable prospectus supplement concerning factors you should consider before investing in our securities. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus reference is truthful or complete. Any representation to the contrary is a criminal offense. ABOUT THIS PROSPECTUS 1 FORWARD-LOOKING STATEMENTS 2 PROSPECTUS SUMMARY 4 RISK FACTORS 7 USE OF PROCEEDS 8 DESCRIPTION OF CAPITAL STOCK 9 DESCRIPTION OF DEBT SECURITIES 20 DESCRIPTION OF DEPOSITARY SHARES 27 DESCRIPTION OF SUBSCRIPTION RIGHTS 30 BOOK ENTRY PROCEDURES AND SETTLEMENT 31 CERTAIN PROVISIONS OF MARYLAND LAW AND OF OUR CHARTER AND BYLAWS 32 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS 38 PLAN OF DISTRIBUTION 62 LEGAL MATTERS 66 EXPERTS 66 WHERE YOU CAN FIND MORE INFORMATION 66 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 67 This prospectus is part of a registration statement on Form S-3 that we filed with the SEC, using a “shelf” registration process for the delayed offering and sale of securities pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). Under this shelf registration statement, we may, over time, sell any combination of the securities described in this prospectus in one or more offerings. Under the shelf registration process, we may, over time, sell any combination of the securities described in this prospectus in one or more offerings up to a total dollar amount of $1.3 billion, as described in this prospectus. This prospectus only provides you with a general description of the securities that we may offer. As allowed by SEC rules, this prospectus does not contain all of the information that you can find in the registration statement or the exhibits thereto. For further information, we refer you made to the registration statement, including any amendments thereto, including its exhibitsthe exhibits and schedules to the registration statement. We will not use this prospectus to offer and sell securities unless it is accompanied by a prospectus supplement that more fully describes the securities being offered and the terms of such offering. Any accompanying prospectus supplement or free writing prospectus may also update, amend or supersede other information Statements contained in this prospectusprospectus as to the contents of any contract or other document referred to in this prospectus are not necessarily complete and, where that contract or other document has been filed as an exhibit to the registration statement, each statement in this prospectus is qualified in all respects by the exhibit to which the reference relates. Before purchasing any securities, you You should carefully read this prospectus, any accompanying prospectus supplement and any free writing prospectus together with refer to the information incorporated or deemed to be incorporated by reference herein actual documents for a more complete description of the relevant matters. You may access a copy of the registration statement through the SEC’s website as described under the heading “Where You Can Find More Information” belowprovided above.
Appears in 1 contract
Sources: Open Market Sale Agreement
EXPERTS. The consolidated financial statements as of December 31, 2013 and 2012 and for each of the three years in the period ended December 31, 2013 and management’s assessment of the effectiveness of internal control over financial reporting (which is included in the Management’s Report of Management on Internal Control over Financial Reporting) incorporated in this prospectus supplement by reference to the Annual Report on Form 10-K for the year ended as of December 31, 2023 2013 included in the accompanying prospectus have been so incorporated included in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. SEC rules allow us to “incorporate by reference” the information we file We have filed with the SECSEC a registration statement on Form N-2, which means that we can disclose important information together with all amendments and related exhibits, under the Securities Act, with respect to you our securities offered by referring you to those documents filed separately with the SEC. The information incorporated by reference in this prospectus supplement and the accompanying prospectus is considered to be part of this prospectus supplement and the accompanying prospectus, . The registration statement contains additional information about us and the information we file subsequently with the SEC prior to the completion of this offering will automatically update and supersede such information. We previously filed the following documents with the SEC and such filings are incorporated our securities being offered by reference into this prospectus supplement and the accompanying prospectus: • Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed February 21, 2024 (including portions of ourDefinitive Proxy Statement for the 2024 Annual Meeting of Stockholders incorporated therein by reference); and • The description of our common stock, which is filed as Exhibit 4.7 to our Annual Report on Form10-K for the fiscal year ended December 31, 2023, which updates the description contained in our Registration Statement on Form 8-A, filed August 12, 2003, as updated through subsequently filed reports. We also incorporate by reference into this prospectus supplement additional documents that we may file annual, quarterly and current periodic reports, proxy statements and other information with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act. You may inspect and copy these reports, from proxy statements and other information, as well as the date registration statement of this prospectus supplement until all of the securities offered by this prospectus supplement have been sold or the offering of these securities is otherwise terminated, provided, however, that information “furnished” under Item 2.02 or Item 7.01 of Form 8-K or other information “furnished” to the SEC which is not deemed filed is not incorporated by reference in this prospectus supplement and in accompanying prospectus form a part and the accompanying prospectus. Information that we subsequently file with related exhibits and schedules, at the Public Reference Room of the SEC as aforesaid will automatically update and may supersede information in this prospectus supplement and the accompanying prospectus and information that we previously filed with the SEC. You may obtain copies of any of these filings from us as described below, through the SEC’s website as described above. Documents incorporated by reference are available without charge, excluding all exhibits unless an exhibit has been specifically incorporated by reference into this prospectus supplement, by writing or calling our Investor Relations Department at the following address and telephone number: Investor Relations Gladstone Commercial Corporation ▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ Copies of our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and amendments, if any, to those reports filed or furnished with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge through our website at ▇▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇-▇▇▇▇.▇▇▇. A request for any You may obtain information on the operation of these reports may also be submitted to us by sending a written request addressed to Investor Relations, Gladstone Commercial Corporation, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, VA 22102, or the Public Reference Room by calling our toll-free investor relations line the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇. The information located on, or accessible from, our website is not, and shall not be deemed to be, except as described below, a part of this prospectus supplement or the accompanying prospectus or incorporated into any other filings that we make with the SEC. The SEC also maintains a an Internet website that contains reports, proxy and information statements, statements and other information regarding issuers that file filed electronically by us with the SEC which are available on the SEC’s Internet website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. We have filed with Copies of these reports, proxy and information statements and other information may be obtained, after paying a duplicating fee, by electronic request at the SEC a “shelf” registration statement on Form S-3 under following E-mail address: ▇▇▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇, or by writing the Securities Act relating SEC’s Public Reference Section, Washington, D.C. 20549-0102. This prospectus relates to the securities that may be offered by the accompanying prospectus. Such prospectus is a part of that registration statement, but does not contain all of the information in the registration statement. We have omitted parts of the registration statement in accordance with the rules and regulations of the SEC. For more detail about us and any securities that may be offered by such prospectus, you may examine the registration statement on Form S-3 and the exhibits filed with it at the locations listed in the previous paragraph. We may offer and selloffer, from time to time, in one or more series offerings or classes series, up to $400,000,000 of shares of our common stock, par value $0.001 per share, preferred stock, par value $0.001 per share, warrants representing rights to purchase shares of our common stock, preferred stock or debt securities, subscription rights or debt securities, which we refer to, collectively, as the “securities.” The preferred stock, debt securities, depositary shares and subscription rights (collectively, the “securities”)and warrants offered hereby may be convertible or exchangeable into shares of our common stock. We may offer these sell our securities with through underwriters or dealers, “at-the-market” to or through a market maker into an aggregate initial public offering price of up existing trading market or otherwise directly to $1.3 billionone or more purchasers, including existing stockholders in a rights offering, or its equivalent in through agents or through a foreign currency based upon the exchange rate at the time combination of methods of sale, in amountsincluding auctions. The identities of such underwriters, at initial prices and on terms determined at dealers, market makers or agents, as the time of the offering. We case may offer these securities separately or togetherbe, in separate series or classes and in amounts, at prices and on terms will be described in one or more supplements to this prospectus. We may offer and sell these securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names, and any applicable purchase price, fee, commission or discount arrangement with, between or among them, will be set forth, or will be calculable from the information set forth, in an accompanying prospectus supplement. For more detailed information, see “Plan of Distribution” in this prospectus. No The securities may be sold without delivery of an accompanying prospectus supplement describing the method offered at prices and on terms of the offering of those securities. Accordingly, we will deliver this prospectus together with an accompanying prospectus supplement setting forth the specific terms of the securities that we are offering. The specific terms may include limitations on direct or beneficial ownership and restrictions on transfer of the securities offered by this prospectus, in each case as may to be appropriate to preserve our status as a real estate investment trust for federal income tax purposes, among other purposes. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with the additional information described under the heading “Incorporation of Certain Documents by Reference” before you make your investment decision. Our shares of common stock, par value $0.001 per share, 6.625% Series E Cumulative Redeemable Preferred Stock, par value $0.001 per share, and 6.00% Series G Cumulative Redeemable Preferred Stock, par value $0.001 per share, trade on the Nasdaq Global Select Market under the trading symbols “GOOD,” “GOODN,” and “GOODO,” respectively. Investing in our securities involves substantial risks. See “Risk Factors” on page 7 of this prospectus, and any similar section contained in the applicable prospectus supplement concerning factors you should consider before investing in our securities. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. ABOUT THIS PROSPECTUS 1 FORWARD-LOOKING STATEMENTS 2 PROSPECTUS SUMMARY 4 RISK FACTORS 7 USE OF PROCEEDS 8 DESCRIPTION OF CAPITAL STOCK 9 DESCRIPTION OF DEBT SECURITIES 20 DESCRIPTION OF DEPOSITARY SHARES 27 DESCRIPTION OF SUBSCRIPTION RIGHTS 30 BOOK ENTRY PROCEDURES AND SETTLEMENT 31 CERTAIN PROVISIONS OF MARYLAND LAW AND OF OUR CHARTER AND BYLAWS 32 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS 38 PLAN OF DISTRIBUTION 62 LEGAL MATTERS 66 EXPERTS 66 WHERE YOU CAN FIND MORE INFORMATION 66 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 67 This prospectus is part of a registration statement on Form S-3 that we filed with the SEC, using a “shelf” registration process for the delayed offering and sale of securities pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). Under this shelf registration statement, we may, over time, sell any combination of the securities described in this prospectus in one or more offerings. Under the shelf registration process, we may, over time, sell any combination of the securities described in this prospectus in one or more offerings up supplements to a total dollar amount of $1.3 billion, as described in this prospectus. This prospectus only provides you Although we are not currently authorized to issue shares of our common stock at a price below our net asset value per share, we may seek stockholder approval of this proposal again at a special meeting of stockholders or our next annual meeting of stockholders. Our Board of Directors, subject to its fiduciary duties and regulatory requirements, has the discretion to determine the amount of the discount, and as a result, the discount could be up to 100% of net asset value per share. Sales of common stock at prices below net asset value per share dilute the interests of existing stockholders, have the effect of reducing our net asset value per share and may reduce our market price per share. In the event we offer common stock, the offering price per share will not be less than the net asset value per share of our common stock at the time we make the offering except (1) in connection with a general description of the securities that we may offer. As allowed by SEC rules, this prospectus does not contain all of the information that you can find in the registration statement or the exhibits thereto. For further information, we refer you rights offering to the registration statement, including any amendments thereto, including its exhibits. We will not use this prospectus to offer and sell securities unless it is accompanied by a prospectus supplement that more fully describes the securities being offered and the terms of such offering. Any accompanying prospectus supplement or free writing prospectus may also update, amend or supersede other information contained in this prospectus. Before purchasing any securities, you should carefully read this prospectus, any accompanying prospectus supplement and any free writing prospectus together with the information incorporated or deemed to be incorporated by reference herein as described under the heading “Where You Can Find More Information” below.our existing stockholders,
Appears in 1 contract
Sources: Equity Distribution Agreement
EXPERTS. The Rose, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, independent registered public accounting firm, has audited our financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in the Report of Management on Internal Control over Financial Reporting) incorporated in this prospectus supplement by reference to the Annual Report our annual report on Form 10-K for the year ended December 31, 2023 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. SEC rules allow us to “incorporate by reference” the information we file with the SEC2020, which means that we can disclose important information to you by referring you to those documents filed separately with the SEC. The information incorporated by reference in this prospectus supplement and the accompanying prospectus is considered to be part of this prospectus supplement and the accompanying prospectus, and the information we file subsequently with the SEC prior to the completion of this offering will automatically update and supersede such information. We previously filed the following documents with the SEC and such filings are incorporated by reference into this prospectus supplement and elsewhere in the accompanying prospectus: • Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed February 21, 2024 (including portions registration statement of ourDefinitive Proxy Statement for the 2024 Annual Meeting of Stockholders incorporated therein by reference); and • The description of our common stock, which is filed as Exhibit 4.7 to our Annual Report on Form10-K for the fiscal year ended December 31, 2023, which updates the description contained in our Registration Statement on Form 8-A, filed August 12, 2003, as updated through subsequently filed reports. We also incorporate by reference into this prospectus supplement additional documents that we may file with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, from the date of this prospectus supplement until all of the securities offered by this prospectus supplement have been sold or the offering of these securities is otherwise terminated, provided, however, that information “furnished” under Item 2.02 or Item 7.01 of Form 8-K or other information “furnished” to the SEC which is not deemed filed is not a part. Our financial statements are incorporated by reference in reliance on Rose, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP’s report, given on their authority as experts in accounting and auditing. We are a reporting company and file annual, quarterly and current reports, proxy statements and other information with the SEC. We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the securities being offered under this prospectus supplement. This prospectus supplement and does not contain all of the information set forth in the accompanying prospectus. Information that we subsequently file with , the SEC as aforesaid will automatically update and may supersede information in this prospectus supplement registration statement and the accompanying prospectus exhibits to the registration statement. For further information with respect to us and information that we previously filed with the SEC. You may obtain copies of any of these filings from us as described below, through the SEC’s website as described above. Documents incorporated by reference are available without charge, excluding all exhibits unless an exhibit has been specifically incorporated by reference into securities being offered under this prospectus supplement, by writing or calling we refer you to the accompanying prospectus, the registration statement and the exhibits and schedules filed as a part of the registration statement. You may read and copy the registration statement, as well as our Investor Relations Department reports, proxy statements and other information, at the following address and telephone number: Investor Relations Gladstone Commercial Corporation SEC’s Public Reference Room at ▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ Copies of our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and amendments, if any, to those reports filed or furnished with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge through our website at ▇▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇▇▇▇▇.▇▇▇. A request for any of these reports may also be submitted to us by sending a written request addressed to Investor Relations, Gladstone Commercial Corporation, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, VA 22102, or by calling our toll-free investor relations line Please call the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇. The ▇ for more information located on, or accessible from, our website is not, and shall not be deemed to be, except as described below, a part about the operation of this prospectus supplement or the accompanying prospectus or incorporated into any other filings that we make with the SECPublic Reference Room. The SEC also maintains a website an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC SEC, including Capricor Therapeutics, Inc. The SEC’s Internet site can be found at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. We have filed with the SEC a “shelf” registration statement on Form S-3 under the Securities Act relating to the securities that may be offered by the accompanying prospectus. Such prospectus is a part of that registration statement, but does not contain all of the information in the registration statement. We have omitted parts of the registration statement in accordance with the rules and regulations of the SEC. For more detail about us and any securities that may be offered by such prospectus, you may examine the registration statement on Form S-3 and the exhibits filed with it at the locations listed in the previous paragraph. We may offer and sell, from time to time, one or more series or classes of common stock, preferred stock, debt securities, depositary shares and subscription rights (collectively, the “securities”). We may offer these securities with an aggregate initial public offering price of up to $1.3 billion, or its equivalent in a foreign currency based upon the exchange rate at the time of sale, in amounts, at initial prices and on terms determined at the time of the offering. We may offer these securities separately or together, in separate series or classes and in amounts, at prices and on terms described in one or more supplements to this prospectus. We may offer and sell these securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names, and any applicable purchase price, fee, commission or discount arrangement with, between or among them, will be set forth, or will be calculable from the information set forth, in an accompanying prospectus supplement. For more detailed information, see “Plan of Distribution” in this prospectus. No securities may be sold without delivery of an accompanying prospectus supplement describing the method and terms of the offering of those securities. Accordingly, we will deliver this prospectus together with an accompanying prospectus supplement setting forth the specific terms of the securities that we are offering. The specific terms may include limitations on direct or beneficial ownership and restrictions on transfer of the securities offered by this prospectus, in each case as may be appropriate to preserve our status as a real estate investment trust for federal income tax purposes, among other purposes. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with the additional information described under the heading “Incorporation of Certain Documents by Reference” before you make your investment decision. Our shares of common stock, par value $0.001 per share, 6.625% Series E Cumulative Redeemable Preferred Stock, par value $0.001 per share, and 6.00% Series G Cumulative Redeemable Preferred Stock, par value $0.001 per share, trade on the Nasdaq Global Select Market under the trading symbols “GOOD,” “GOODN,” and “GOODO,” respectively. Investing in our securities involves substantial risks. See “Risk Factors” on page 7 of this prospectus, and any similar section contained in the applicable prospectus supplement concerning factors you should consider before investing in our securities. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. ABOUT THIS PROSPECTUS 1 FORWARD-LOOKING STATEMENTS 2 PROSPECTUS SUMMARY 4 RISK FACTORS 7 USE OF PROCEEDS 8 DESCRIPTION OF CAPITAL STOCK 9 DESCRIPTION OF DEBT SECURITIES 20 DESCRIPTION OF DEPOSITARY SHARES 27 DESCRIPTION OF SUBSCRIPTION RIGHTS 30 BOOK ENTRY PROCEDURES AND SETTLEMENT 31 CERTAIN PROVISIONS OF MARYLAND LAW AND OF OUR CHARTER AND BYLAWS 32 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS 38 PLAN OF DISTRIBUTION 62 LEGAL MATTERS 66 EXPERTS 66 WHERE YOU CAN FIND MORE INFORMATION 66 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 67 This prospectus is part of a registration statement on Form S-3 that we filed with the SEC, using a “shelf” registration process for the delayed offering and sale of securities pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). Under this shelf registration statement, we may, over time, sell any combination of the securities described in this prospectus in one or more offerings. Under the shelf registration process, we may, over time, sell any combination of the securities described in this prospectus in one or more offerings up to a total dollar amount of $1.3 billion, as described in this prospectus. This prospectus only provides you with a general description of the securities that we may offer. As allowed by SEC rules, this prospectus does not contain all of the information that you can find in the registration statement or the exhibits thereto. For further information, we refer you to the registration statement, including any amendments thereto, including its exhibits. We will not use this prospectus to offer and sell securities unless it is accompanied by a prospectus supplement that more fully describes the securities being offered and the terms of such offering. Any accompanying prospectus supplement or free writing prospectus may also update, amend or supersede other information contained in this prospectus. Before purchasing any securities, you should carefully read this prospectus, any accompanying prospectus supplement and any free writing prospectus together with the information incorporated or deemed to be incorporated by reference herein as described under the heading “Where You Can Find More Information” below.
Appears in 1 contract
Sources: Common Stock Sales Agreement
EXPERTS. The financial audited consolidated balance sheets as of September 30, 2013 and 2012, and the related consolidated statements of income and management’s assessment comprehensive income, shareholders’ equity, and cash flows for each of the effectiveness of internal control over financial reporting (which is included years in the Report of Management on Internal Control over Financial Reporting) two-year period ended September 30, 2013 incorporated in this prospectus supplement herein by reference to from the Company’s Annual Report Reports on Form 10-K for the year ended December 31, 2023 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLPaudited by ▇▇▇▇▇▇ and Company, Inc. an independent registered public accounting firm, as stated in its report, which is incorporated by reference and has been so incorporated in reliance upon the report of such firm given on the upon its authority of said firm as experts in auditing accounting and accountingauditing. We have filed a registration statement on Form S-3 with the SEC rules allow us to “incorporate for the securities we are offering by reference” this prospectus. This prospectus does not include all of the information we file with contained in the SECregistration statement. You should refer to the registration statement and its exhibits for additional information. We will provide to each person, which means including any beneficial owner, to whom a prospectus is delivered, a copy of any or all of the information that we can disclose important information to you by referring you to those documents filed separately with the SEC. The information has been incorporated by reference in this the prospectus supplement and the accompanying prospectus is considered to be part of this prospectus supplement and the accompanying prospectus, and the information we file subsequently but not delivered with the SEC prior prospectus. We will provide this information upon oral or written request, free of charge. Any requests for this information should be made by calling or sending a letter to the completion of this offering will automatically update and supersede such information. We previously filed the following documents with the SEC and such filings are incorporated by reference into this prospectus supplement and the accompanying prospectus: • Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed February 21, 2024 (including portions of ourDefinitive Proxy Statement for the 2024 Annual Meeting of Stockholders incorporated therein by reference); and • The description of our common stock, which is filed as Exhibit 4.7 to our Annual Report on Form10-K for the fiscal year ended December 31, 2023, which updates the description contained in our Registration Statement on Form 8-A, filed August 12, 2003, as updated through subsequently filed reports. We also incorporate by reference into this prospectus supplement additional documents that we may file with the SEC under Section 13(a), 13(c), 14 or 15(d) Secretary of the Exchange ActCompany, from the date of this prospectus supplement until all of the securities offered by this prospectus supplement have been sold or the offering of these securities is otherwise terminatedc/o LiveDeal, providedInc., however, that information “furnished” under Item 2.02 or Item 7.01 of Form 8-K or other information “furnished” to the SEC which is not deemed filed is not incorporated by reference in this prospectus supplement and in the accompanying prospectus. Information that we subsequently file with the SEC as aforesaid will automatically update and may supersede information in this prospectus supplement and the accompanying prospectus and information that we previously filed with the SEC. You may obtain copies of any of these filings from us as described below, through the SEC’s website as described above. Documents incorporated by reference are available without charge, excluding all exhibits unless an exhibit has been specifically incorporated by reference into this prospectus supplement, by writing or calling our Investor Relations Department at the following address and telephone number: Investor Relations Gladstone Commercial Corporation Company’s office located at ▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ Copies of our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and amendments, if any, to those reports filed or furnished with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge through our website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. A request for any of these reports may also be submitted to us by sending a written request addressed to Investor Relations, Gladstone Commercial Corporation, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, VA 22102▇▇ ▇▇▇▇▇. The Company’s telephone number is ▇▇▇-▇▇▇-▇▇▇▇. We are required to file annual and quarterly reports, or by calling current reports, proxy statements, and other information with the SEC. We make these documents publicly available, free of charge, on our toll-free investor relations line website at ▇▇▇.▇▇▇▇▇▇▇.▇▇▇ as soon as reasonably practicable after filing such documents with the SEC. You can read our SEC filings, including the registration statement, on the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. You also may read and copy any document we file with the SEC at its public reference facility at: Please call the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇. The ▇ for further information located on, or accessible from, our website is not, and shall not be deemed to be, except as described below, a part of this prospectus supplement or on the accompanying prospectus or incorporated into any other filings that we make with the SEC. The SEC also maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at ▇▇▇.▇▇▇.▇▇▇. We have filed with the SEC a “shelf” registration statement on Form S-3 under the Securities Act relating to the securities that may be offered by the accompanying prospectus. Such prospectus is a part of that registration statement, but does not contain all operation of the information in the registration statement. We have omitted parts of the registration statement in accordance with the rules and regulations of the SEC. For more detail about us and any securities that may be offered by such prospectus, you may examine the registration statement on Form S-3 and the exhibits filed with it at the locations listed in the previous paragraph. We may offer and sell, from time to time, one or more series or classes of common stock, preferred stock, debt securities, depositary shares and subscription rights (collectively, the “securities”). We may offer these securities with an aggregate initial public offering price of up to $1.3 billion, or its equivalent in a foreign currency based upon the exchange rate at the time of sale, in amounts, at initial prices and on terms determined at the time of the offering. We may offer these securities separately or together, in separate series or classes and in amounts, at prices and on terms described in one or more supplements to this prospectus. We may offer and sell these securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names, and any applicable purchase price, fee, commission or discount arrangement with, between or among them, will be set forth, or will be calculable from the information set forth, in an accompanying prospectus supplement. For more detailed information, see “Plan of Distribution” in this prospectus. No securities may be sold without delivery of an accompanying prospectus supplement describing the method and terms of the offering of those securities. Accordingly, we will deliver this prospectus together with an accompanying prospectus supplement setting forth the specific terms of the securities that we are offering. The specific terms may include limitations on direct or beneficial ownership and restrictions on transfer of the securities offered by this prospectus, in each case as may be appropriate to preserve our status as a real estate investment trust for federal income tax purposes, among other purposes. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with the additional information described under the heading “Incorporation of Certain Documents by Reference” before you make your investment decision. Our shares of common stock, par value $0.001 per share, 6.625% Series E Cumulative Redeemable Preferred Stock, par value $0.001 per share, and 6.00% Series G Cumulative Redeemable Preferred Stock, par value $0.001 per share, trade on the Nasdaq Global Select Market under the trading symbols “GOOD,” “GOODN,” and “GOODO,” respectively. Investing in our securities involves substantial risks. See “Risk Factors” on page 7 of this prospectus, and any similar section contained in the applicable prospectus supplement concerning factors you should consider before investing in our securities. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. ABOUT THIS PROSPECTUS 1 FORWARD-LOOKING STATEMENTS 2 PROSPECTUS SUMMARY 4 RISK FACTORS 7 USE OF PROCEEDS 8 DESCRIPTION OF CAPITAL STOCK 9 DESCRIPTION OF DEBT SECURITIES 20 DESCRIPTION OF DEPOSITARY SHARES 27 DESCRIPTION OF SUBSCRIPTION RIGHTS 30 BOOK ENTRY PROCEDURES AND SETTLEMENT 31 CERTAIN PROVISIONS OF MARYLAND LAW AND OF OUR CHARTER AND BYLAWS 32 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS 38 PLAN OF DISTRIBUTION 62 LEGAL MATTERS 66 EXPERTS 66 WHERE YOU CAN FIND MORE INFORMATION 66 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 67 This prospectus is part of a registration statement on Form S-3 that we filed with the SEC, using a “shelf” registration process for the delayed offering and sale of securities pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). Under this shelf registration statement, we may, over time, sell any combination of the securities described in this prospectus in one or more offerings. Under the shelf registration process, we may, over time, sell any combination of the securities described in this prospectus in one or more offerings up to a total dollar amount of $1.3 billion, as described in this prospectus. This prospectus only provides you with a general description of the securities that we may offer. As allowed by SEC rules, this prospectus does not contain all of the information that you can find in the registration statement or the exhibits thereto. For further information, we refer you to the registration statement, including any amendments thereto, including its exhibits. We will not use this prospectus to offer and sell securities unless it is accompanied by a prospectus supplement that more fully describes the securities being offered and the terms of such offering. Any accompanying prospectus supplement or free writing prospectus may also update, amend or supersede other information contained in this prospectus. Before purchasing any securities, you should carefully read this prospectus, any accompanying prospectus supplement and any free writing prospectus together with the information incorporated or deemed to be incorporated by reference herein as described under the heading “Where You Can Find More Information” belowfacilities.
Appears in 1 contract
Sources: Engagement Agreement
EXPERTS. The financial statements of Verb Technology Company, Inc. as of and managementfor the years ended December 31, 2020 and 2019 appearing in Verb Technology Company, Inc.’s assessment of the effectiveness of internal control over financial reporting (which is included in the Report of Management on Internal Control over Financial Reporting) incorporated in this prospectus supplement by reference to the Annual Report on Form 10-K for the year ended December 31, 2023 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLPaudited by ▇▇▇▇▇▇▇▇ & Company, P.A., an independent registered public accounting firm, given on as stated in their report thereon, included therein, and are incorporated by reference in reliance upon such report and upon the authority of said such firm as experts in auditing accounting and accountingauditing. We have filed with the SEC a registration statement on Form S-3 under the Securities Act, and the rules allow us and regulations promulgated thereunder, with respect to “incorporate by reference” the shares of common stock offered under this prospectus. This prospectus, which constitutes a part of the registration statement, does not contain all of the information we file with contained in the SEC, which means that we can disclose important information to you by referring you to those registration statement and the exhibits and schedules thereto. Certain contracts and other documents filed separately with the SEC. The information incorporated by reference described in this prospectus supplement and the accompanying prospectus is considered to be part of this prospectus supplement and the accompanying prospectus, and the information we file subsequently with the SEC prior to the completion of this offering will automatically update and supersede such information. We previously filed the following documents with the SEC and such filings are incorporated by reference into this prospectus supplement herein, are filed as exhibits to the registration statement, and you may review the full text of these contracts and documents by referring to these exhibits. For further information with respect to us and the accompanying shares of common stock offered under this prospectus: • Annual Report on Form 10-K for , reference is made to the fiscal year ended December 31, 2023, filed February 21, 2024 (including portions of ourDefinitive Proxy Statement for the 2024 Annual Meeting of Stockholders incorporated therein by reference); registration statement and • The description of our common stock, which is filed as Exhibit 4.7 to our Annual Report on Form10-K for the fiscal year ended December 31, 2023, which updates the description contained in our Registration Statement on Form 8-A, filed August 12, 2003, as updated through subsequently filed reportsits exhibits and schedules. We also incorporate by reference into this prospectus supplement additional documents that we may file with the SEC under Section 13(a)annual, 13(c)quarterly and current reports, 14 or 15(d) of the Exchange Actproxy statements, from the date of this prospectus supplement until all of the securities offered by this prospectus supplement have been sold or the offering of these securities is otherwise terminated, provided, however, that information “furnished” under Item 2.02 or Item 7.01 of Form 8-K or and other information “furnished” to the SEC which is not deemed filed is not incorporated by reference in this prospectus supplement and in the accompanying prospectus. Information that we subsequently file with the SEC as aforesaid will automatically update and may supersede information in this prospectus supplement and the accompanying prospectus and information that we previously filed with the SEC. You may obtain copies of any of these filings from us as described below, through the SEC’s website as described above. Documents incorporated by reference are available without charge, excluding all exhibits unless an exhibit has been specifically incorporated by reference into this prospectus supplement, by writing or calling our Investor Relations Department at the following address and telephone number: Investor Relations Gladstone Commercial Corporation ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ Copies of our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and amendments, if any, to those reports filed or furnished with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge through our website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. A request for any of these reports may also be submitted to us by sending a written request addressed to Investor Relations, Gladstone Commercial Corporation, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, VA 22102, or by calling our toll-free investor relations line at ▇-▇▇▇-▇▇▇-▇▇▇▇. The information located on, or accessible from, our website is not, and shall not be deemed to be, except as described below, a part of this prospectus supplement or the accompanying prospectus or incorporated into any other filings that we make with the SEC. The SEC also maintains a website that contains these reports, proxy and information statements, and other information regarding issuers that we file electronically with the SEC SEC. Our filings are available free of charge at the SEC’s website at ▇▇▇.▇▇▇.▇▇▇. Our website address is ▇▇▇▇▇://▇▇▇.▇▇▇▇.▇▇▇▇/. We have filed with the SEC maintain a “shelf” registration statement section on Form S-3 under the Securities Act relating to the securities that may be offered by the accompanying prospectus. Such prospectus is a part of that registration statementour website, but does not contain all ▇▇▇▇▇://▇▇▇.▇▇▇▇.▇▇▇▇/investor-relations/sec-filings, through which you can obtain copies of the reports, proxy and information in the registration statement. We have omitted parts of the registration statement in accordance statements, and other information we file electronically with the rules and regulations of the SEC. For more detail We use our website as a channel of distribution for material company information. Important information, including financial information, analyst presentations, financial news releases, and other material information about us is routinely posted on and any securities that may be offered by such prospectus, you may examine the registration statement accessible on Form S-3 and the exhibits filed with it at the locations listed in the previous paragraphour website. We may offer and sell, from time to time, one or more series or classes of common stock, preferred stock, debt securities, depositary shares and subscription rights (collectively, the “securities”). We may offer these securities with an aggregate initial public offering price of up to $1.3 billionThe information set forth on, or its equivalent in a foreign currency based upon the exchange rate at the time of saleaccessible from, in amounts, at initial prices and on terms determined at the time of the offering. We may offer these securities separately or together, in separate series or classes and in amounts, at prices and on terms described in one or more supplements to this prospectus. We may offer and sell these securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names, and any applicable purchase price, fee, commission or discount arrangement with, between or among them, will be set forth, or will be calculable from the information set forth, in an accompanying prospectus supplement. For more detailed information, see “Plan of Distribution” in this prospectus. No securities may be sold without delivery of an accompanying prospectus supplement describing the method and terms of the offering of those securities. Accordingly, we will deliver this prospectus together with an accompanying prospectus supplement setting forth the specific terms of the securities that we are offering. The specific terms may include limitations on direct or beneficial ownership and restrictions on transfer of the securities offered by this prospectus, in each case as may be appropriate to preserve our status as a real estate investment trust for federal income tax purposes, among other purposes. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with the additional information described under the heading “Incorporation of Certain Documents by Reference” before you make your investment decision. Our shares of common stock, par value $0.001 per share, 6.625% Series E Cumulative Redeemable Preferred Stock, par value $0.001 per share, and 6.00% Series G Cumulative Redeemable Preferred Stock, par value $0.001 per share, trade on the Nasdaq Global Select Market under the trading symbols “GOOD,” “GOODN,” and “GOODO,” respectively. Investing in our securities involves substantial risks. See “Risk Factors” on page 7 website is not part of this prospectus, and any similar section contained in the applicable prospectus supplement concerning factors you should consider before investing in our securities. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. ABOUT THIS PROSPECTUS 1 FORWARD-LOOKING STATEMENTS 2 PROSPECTUS SUMMARY 4 RISK FACTORS 7 USE OF PROCEEDS 8 DESCRIPTION OF CAPITAL STOCK 9 DESCRIPTION OF DEBT SECURITIES 20 DESCRIPTION OF DEPOSITARY SHARES 27 DESCRIPTION OF SUBSCRIPTION RIGHTS 30 BOOK ENTRY PROCEDURES AND SETTLEMENT 31 CERTAIN PROVISIONS OF MARYLAND LAW AND OF OUR CHARTER AND BYLAWS 32 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS 38 PLAN OF DISTRIBUTION 62 LEGAL MATTERS 66 EXPERTS 66 WHERE YOU CAN FIND MORE INFORMATION 66 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 67 This prospectus is part of a registration statement on Form S-3 that we filed with the SEC, using a “shelf” registration process for the delayed offering and sale of securities pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). Under this shelf registration statement, we may, over time, sell any combination of the securities described in this prospectus in one or more offerings. Under the shelf registration process, we may, over time, sell any combination of the securities described in this prospectus in one or more offerings up to a total dollar amount of $1.3 billion, as described in this prospectus. This prospectus only provides you with a general description of the securities that we may offer. As allowed by SEC rules, this prospectus does not contain all of the information that you can find in the registration statement or the exhibits thereto. For further information, we refer you to the registration statement, including any amendments thereto, including its exhibits. We will not use this prospectus to offer and sell securities unless it is accompanied by a prospectus supplement that more fully describes the securities being offered and the terms of such offering. Any accompanying prospectus supplement or free writing prospectus may also update, amend or supersede other information contained in this prospectus. Before purchasing any securities, you should carefully read this prospectus, any accompanying prospectus supplement and any free writing prospectus together with the information incorporated or deemed to be incorporated by reference herein as described under the heading “Where You Can Find More Information” below.
Appears in 1 contract
EXPERTS. The consolidated financial statements of Compass Therapeutics, Inc. and management’s assessment subsidiaries as of the effectiveness of internal control over financial reporting (which is included in the Report of Management on Internal Control over Financial Reporting) December 31, 2020 and 2019 incorporated in this prospectus supplement registration statement by reference to from the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 2020 have been so incorporated in reliance on the report of PricewaterhouseCoopers audited by CohnReznick LLP, an independent registered public accounting firm, as set forth in their report thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of said such firm as experts in auditing accounting and accountingauditing. We have filed with the SEC rules allow us this registration statement on Form S-3 under the Securities Act with respect to “incorporate the shares of common stock being offered by reference” this prospectus. This prospectus, which constitutes a part of this registration statement, does not contain all of the information we file in this registration statement and its exhibits. For further information with respect to us and the SECcommon stock offered by this prospectus, which means that we can disclose important information you should refer to you by referring you to those documents this registration statement and the exhibits filed separately with the SECas part of this document. The information incorporated by reference Statements contained in this prospectus supplement and as to the accompanying prospectus is considered contents of any contract or any other document referred to be part of this prospectus supplement and the accompanying prospectusare not necessarily complete, and the information in each instance, we file subsequently with the SEC prior refer you to the completion copy of the contract or other document filed as an exhibit to this offering will automatically update and supersede such informationregistration statement. Each of these statements is qualified in all respects by this reference. We previously filed are subject to the following documents with the SEC and such filings are incorporated by reference into this prospectus supplement and the accompanying prospectus: • Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed February 21, 2024 (including portions of ourDefinitive Proxy Statement for the 2024 Annual Meeting of Stockholders incorporated therein by reference); and • The description of our common stock, which is filed as Exhibit 4.7 to our Annual Report on Form10-K for the fiscal year ended December 31, 2023, which updates the description contained in our Registration Statement on Form 8-A, filed August 12, 2003, as updated through subsequently filed reports. We also incorporate by reference into this prospectus supplement additional documents that we may file with the SEC under Section 13(a), 13(c), 14 or 15(d) informational requirements of the Exchange ActAct and file annual, from the date of this prospectus supplement until all of the securities offered by this prospectus supplement have been sold or the offering of these securities is otherwise terminatedquarterly and current reports, provided, however, that information “furnished” under Item 2.02 or Item 7.01 of Form 8-K or proxy statements and other information “furnished” to the SEC which is not deemed filed is not incorporated by reference in this prospectus supplement and in the accompanying prospectus. Information that we subsequently file with the SEC as aforesaid will automatically update and may supersede information in this prospectus supplement and the accompanying prospectus and information that we previously filed with the SEC. You may obtain copies of any of these filings from us as described belowcan read our SEC filings, through including this registration statement, over the Internet on the SEC’s website as described aboveat ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. Documents incorporated by reference are available without chargeYou may also request a copy of these filings, excluding all exhibits unless an exhibit has been specifically incorporated by reference into this prospectus supplementat no cost, by writing or calling our Investor Relations Department at the following address and telephone numbertelephoning us at: Investor Relations Gladstone Commercial Corporation ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, (▇▇▇) ▇▇▇-▇▇▇▇ ▇▇▇ Copies We have elected to incorporate the following documents into this prospectus, together with all exhibits filed therewith or incorporated therein by reference, to the extent not otherwise amended or superseded by the contents of this prospectus: • our annual report Annual Report on Form 10-KK for the fiscal year ended December 31, quarterly reports 2020, as filed with the SEC on March 5, 2021; • our Quarterly Report on Form 10-QQ for the quarter ended March 31, current reports 2021, as filed with the SEC on April 30, 2021; • our definitive proxy statement on Schedule 14A, as filed with the SEC on April 29, 2021; and • our Current Reports on Form 8-K, proxy statements and amendments, if any, to those reports K filed or furnished with the SEC pursuant to Section on April 19, 2021, May 13, 2021, June 4, 2021 and June 30, 2021 (other than any reports or portions thereof that are furnished under Item 2.02 or Item 7.01 and any exhibits included with such Items). The information incorporated by reference is an important part of this prospectus. In addition, we incorporate by reference in this prospectus any future filings we make with the SEC under Sections 13(a) ), 13(c), 14, or 15(d) of the Exchange Act (excluding any information furnished and not filed with the SEC) after the date on which the registration statement that includes this prospectus was initially filed with the SEC (including all such documents we may file with the SEC after the date of the initial registration statement and prior to the effectiveness of the registration statement) and until all offerings under this prospectus are available terminated. Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for all purposes to the extent that a statement contained in this prospectus or in any other subsequently filed document which is also incorporated or deemed to be incorporated by reference, modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus. You may request a copy of these filings (other than an exhibit to a filing unless that exhibit is specifically incorporated by reference into that filing) at no cost by writing, telephoning or e-mailing us at the following address or telephone number: You may also access these documents, free of charge through on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ or on our website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. A request for Information contained on our website is not incorporated by reference into this prospectus, and you should not consider any of these reports may also be submitted to us by sending a written request addressed to Investor Relations, Gladstone Commercial Corporation, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, VA 22102, or by calling our toll-free investor relations line at ▇-▇▇▇-▇▇▇-▇▇▇▇. The information located on, or accessible that can be accessed from, our website is not, and shall not be deemed to be, except as described below, a part of this prospectus supplement or the accompanying prospectus or incorporated into any other filings that we make with the SEC. The SEC also maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at ▇▇▇.▇▇▇.▇▇▇. We have filed with the SEC a “shelf” registration statement on Form S-3 under the Securities Act relating to the securities that may be offered by the accompanying prospectus. Such prospectus is a part of that registration statement, but does not contain all of the information in the registration statement. We have omitted parts of the registration statement in accordance with the rules and regulations of the SEC. For more detail about us and any securities that may be offered by such prospectus, you may examine the registration statement on Form S-3 and the exhibits filed with it at the locations listed in the previous paragraph. We may offer and sell, from time to time, one or more series or classes of common stock, preferred stock, debt securities, depositary shares and subscription rights (collectively, the “securities”). We may offer these securities with an aggregate initial public offering price of up to $1.3 billion, or its equivalent in a foreign currency based upon the exchange rate at the time of sale, in amounts, at initial prices and on terms determined at the time of the offering. We may offer these securities separately or together, in separate series or classes and in amounts, at prices and on terms described in one or more supplements to this prospectus. We may offer and sell these securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names, and any applicable purchase price, fee, commission or discount arrangement with, between or among them, will be set forth, or will be calculable from the information set forth, in an accompanying prospectus supplement. For more detailed information, see “Plan of Distribution” in this prospectus. No securities may be sold without delivery of an accompanying prospectus supplement describing the method and terms of the offering of those securities. Accordingly, we will deliver this prospectus together with an accompanying prospectus supplement setting forth the specific terms of the securities that we are offering. The specific terms may include limitations on direct or beneficial ownership and restrictions on transfer of the securities offered by this prospectus, in each case as may be appropriate to preserve our status as a real estate investment trust for federal income tax purposes, among other purposes. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with the additional information described under the heading “Incorporation of Certain Documents by Reference” before you make your investment decision. Our shares of common stock, par value $0.001 per share, 6.625% Series E Cumulative Redeemable Preferred Stock, par value $0.001 per share, and 6.00% Series G Cumulative Redeemable Preferred Stock, par value $0.001 per share, trade on the Nasdaq Global Select Market under the trading symbols “GOOD,” “GOODN,” and “GOODO,” respectively. Investing in our securities involves substantial risks. See “Risk Factors” on page 7 of this prospectus, and any similar section contained in the applicable prospectus supplement concerning factors you should consider before investing in our securities. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. ABOUT THIS PROSPECTUS 1 FORWARD-LOOKING STATEMENTS 2 PROSPECTUS SUMMARY 4 RISK FACTORS 7 USE OF PROCEEDS 8 DESCRIPTION OF CAPITAL STOCK 9 DESCRIPTION OF DEBT SECURITIES 20 DESCRIPTION OF DEPOSITARY SHARES 27 DESCRIPTION OF SUBSCRIPTION RIGHTS 30 BOOK ENTRY PROCEDURES AND SETTLEMENT 31 CERTAIN PROVISIONS OF MARYLAND LAW AND OF OUR CHARTER AND BYLAWS 32 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS 38 PLAN OF DISTRIBUTION 62 LEGAL MATTERS 66 EXPERTS 66 WHERE YOU CAN FIND MORE INFORMATION 66 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 67 This prospectus is part of a registration statement on Form S-3 that we filed with the SEC, using a “shelf” registration process for the delayed offering and sale of securities pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). Under this shelf registration statement, we may, over time, sell any combination of the securities described in this prospectus in one or more offerings. Under the shelf registration process, we may, over time, sell any combination of the securities described in this prospectus in one or more offerings up to a total dollar amount of $1.3 billion, as described in this prospectus. This prospectus only provides you with a general description of the securities that we may offer. As allowed by SEC rules, this prospectus does not contain all of the information that you can find in the registration statement or the exhibits thereto. For further information, we refer you to the registration statement, including any amendments thereto, including its exhibits. We will not use this prospectus to offer and sell securities unless it is accompanied by a prospectus supplement that more fully describes the securities being offered and the terms of such offering. Any accompanying prospectus supplement or free writing prospectus may also update, amend or supersede other information contained in this prospectus. Before purchasing any securities, you should carefully read this prospectus, any accompanying prospectus supplement and any free writing prospectus together with the information incorporated or deemed to be incorporated by reference herein as described under the heading “Where You Can Find More Information” below.
Appears in 1 contract
Sources: Sales Agreement
EXPERTS. The consolidated financial statements as of and management’s assessment of for the effectiveness of internal control over financial reporting (which is years ended December 31, 2021 and 2020, included in the Report of Management on Internal Control over Financial Reporting) incorporated in this prospectus supplement by reference to the our Annual Report on Form 10-K for the year ended December 31, 2023 2021, have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. SEC rules allow us to “incorporate audited by reference” the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents filed separately with the SEC. The information incorporated by reference in this prospectus supplement and the accompanying prospectus is considered to be part of this prospectus supplement and the accompanying prospectus, and the information we file subsequently with the SEC prior to the completion of this offering will automatically update and supersede such information. We previously filed the following documents with the SEC and such filings are incorporated by reference into this prospectus supplement and the accompanying prospectus: • Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed February 21, 2024 (including portions of ourDefinitive Proxy Statement for the 2024 Annual Meeting of Stockholders incorporated therein by reference); and • The description of our common stock, which is filed as Exhibit 4.7 to our Annual Report on Form10-K for the fiscal year ended December 31, 2023, which updates the description contained in our Registration Statement on Form 8-A, filed August 12, 2003, as updated through subsequently filed reports. We also incorporate by reference into this prospectus supplement additional documents that we may file with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, from the date of this prospectus supplement until all of the securities offered by this prospectus supplement have been sold or the offering of these securities is otherwise terminated, provided, however, that information “furnished” under Item 2.02 or Item 7.01 of Form 8-K or other information “furnished” to the SEC which is not deemed filed is not incorporated by reference in this prospectus supplement and in the accompanying prospectus. Information that we subsequently file with the SEC as aforesaid will automatically update and may supersede information in this prospectus supplement and the accompanying prospectus and information that we previously filed with the SEC. You may obtain copies of any of these filings from us as described below, through the SEC’s website as described above. Documents incorporated by reference are available without charge, excluding all exhibits unless an exhibit has been specifically incorporated by reference into this prospectus supplement, by writing or calling our Investor Relations Department at the following address and telephone number: Investor Relations Gladstone Commercial Corporation ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ P.C., independent registered public accounting firm, as set forth in their report, and have been incorporated herein by reference in reliance on the report of ▇▇▇▇▇ ▇▇▇▇▇▇▇ Copies ▇▇▇▇▇▇ P.C., given on the authority of such firm as experts in auditing and accounting in giving said reports. This prospectus supplement and the accompanying prospectus do not contain all of the information set forth in this registration statement and the exhibits to this registration statement or the documents incorporated by reference herein and therein. For further information with respect to us and the securities that we are offering under this prospectus supplement, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement and the documents incorporated by reference herein and therein. You should rely only on the information contained in this prospectus supplement or the accompanying prospectus or incorporated by reference herein or therein. We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus supplement, regardless of the time of delivery of this prospectus supplement or any sale of the securities offered hereby. We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. We make available, free of charge, through our annual report investor relations website, our Annual Reports on Form 10-K, quarterly reports Quarterly Reports on Form 10-Q, current reports Current Reports on Form 8-K, proxy statements of changes in beneficial ownership of securities and amendments, if any, amendments to those reports and statements as soon as reasonably practicable after they are filed or furnished with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge through SEC. The address for our website at is ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. A request for any of these reports may also be submitted to us by sending a written request addressed to Investor Relations, Gladstone Commercial Corporation, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, VA 22102, or by calling our toll-free investor relations line at ▇-▇▇▇-▇▇▇-▇▇▇▇. The information located on, or accessible from, contents on our website is not, and shall are not be deemed to be, except as described below, a part of this prospectus supplement or the accompanying prospectus or incorporated into any other filings that we make with the SEC. The SEC also maintains a website that contains reports, proxy and information statementssupplement, and other information regarding issuers that file electronically with the SEC at ▇▇▇.▇▇▇.▇▇▇. We have filed with the SEC a “shelf” registration statement on Form S-3 under the Securities Act relating reference to the securities that may be offered by the accompanying prospectus. Such prospectus is a part of that registration statement, but our website does not contain all constitute incorporation by reference into this prospectus supplement of the information in the registration statement. We have omitted parts of the registration statement in accordance with the rules and regulations of the SEC. For more detail about us and any securities contained at that may be offered by such prospectus, you may examine the registration statement on Form S-3 and the exhibits filed with it at the locations listed in the previous paragraph. We may offer and sell, from time to time, one or more series or classes of common stock, preferred stock, debt securities, depositary shares and subscription rights (collectively, the “securities”). We may offer these securities with an aggregate initial public offering price of up to $1.3 billion, or its equivalent in a foreign currency based upon the exchange rate at the time of sale, in amounts, at initial prices and on terms determined at the time of the offering. We may offer these securities separately or together, in separate series or classes and in amounts, at prices and on terms described in one or more supplements to this prospectus. We may offer and sell these securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names, and any applicable purchase price, fee, commission or discount arrangement with, between or among them, will be set forth, or will be calculable from the information set forth, in an accompanying prospectus supplement. For more detailed information, see “Plan of Distribution” in this prospectus. No securities may be sold without delivery of an accompanying prospectus supplement describing the method and terms of the offering of those securities. Accordingly, we will deliver this prospectus together with an accompanying prospectus supplement setting forth the specific terms of the securities that we are offering. The specific terms may include limitations on direct or beneficial ownership and restrictions on transfer of the securities offered by this prospectus, in each case as may be appropriate to preserve our status as a real estate investment trust for federal income tax purposes, among other purposes. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with the additional information described under the heading “Incorporation of Certain Documents by Reference” before you make your investment decision. Our shares of common stock, par value $0.001 per share, 6.625% Series E Cumulative Redeemable Preferred Stock, par value $0.001 per share, and 6.00% Series G Cumulative Redeemable Preferred Stock, par value $0.001 per share, trade on the Nasdaq Global Select Market under the trading symbols “GOOD,” “GOODN,” and “GOODO,” respectively. Investing in our securities involves substantial risks. See “Risk Factors” on page 7 of this prospectus, and any similar section contained in the applicable prospectus supplement concerning factors you should consider before investing in our securities. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. ABOUT THIS PROSPECTUS 1 FORWARD-LOOKING STATEMENTS 2 PROSPECTUS SUMMARY 4 RISK FACTORS 7 USE OF PROCEEDS 8 DESCRIPTION OF CAPITAL STOCK 9 DESCRIPTION OF DEBT SECURITIES 20 DESCRIPTION OF DEPOSITARY SHARES 27 DESCRIPTION OF SUBSCRIPTION RIGHTS 30 BOOK ENTRY PROCEDURES AND SETTLEMENT 31 CERTAIN PROVISIONS OF MARYLAND LAW AND OF OUR CHARTER AND BYLAWS 32 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS 38 PLAN OF DISTRIBUTION 62 LEGAL MATTERS 66 EXPERTS 66 WHERE YOU CAN FIND MORE INFORMATION 66 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 67 This prospectus is part of a registration statement on Form S-3 that we filed with the SEC, using a “shelf” registration process for the delayed offering and sale of securities pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). Under this shelf registration statement, we may, over time, sell any combination of the securities described in this prospectus in one or more offerings. Under the shelf registration process, we may, over time, sell any combination of the securities described in this prospectus in one or more offerings up to a total dollar amount of $1.3 billion, as described in this prospectus. This prospectus only provides you with a general description of the securities that we may offer. As allowed by SEC rules, this prospectus does not contain all of the information that you can find in the registration statement or the exhibits thereto. For further information, we refer you to the registration statement, including any amendments thereto, including its exhibits. We will not use this prospectus to offer and sell securities unless it is accompanied by a prospectus supplement that more fully describes the securities being offered and the terms of such offering. Any accompanying prospectus supplement or free writing prospectus may also update, amend or supersede other information contained in this prospectus. Before purchasing any securities, you should carefully read this prospectus, any accompanying prospectus supplement and any free writing prospectus together with the information incorporated or deemed to be incorporated by reference herein as described under the heading “Where You Can Find More Information” belowsite.
Appears in 1 contract
Sources: At Market Issuance Sales Agreement
EXPERTS. The Our financial statements as of, and management’s assessment for each of the effectiveness of internal control over financial reporting (which is included in the Report of Management on Internal Control over Financial Reporting) incorporated in this prospectus supplement by reference to the Annual Report on Form 10-K for the year ended years ended, December 31, 2023 2020 and 2019 have been so incorporated included in reliance on the report of PricewaterhouseCoopers Hoberman & Lesser, LLP, an independent registered public accounting firm, included in this Prospectus Supplement given on the authority of said such firm as experts in auditing and accounting. SEC rules allow us to “incorporate by reference” the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents We have filed separately with the SEC. The information incorporated by reference in this prospectus supplement and the accompanying prospectus is considered to be part of this prospectus supplement and the accompanying prospectus, and the information we file subsequently with the SEC prior a registration statement on Form S-3 under the Securities Act with respect to the completion shares offered hereby. This Prospectus Supplement, which constitutes a part of this offering will automatically update the registration statement, does not contain all the information set forth in the registration statement or the exhibits and supersede such informationschedules filed therewith. We previously filed For further information about us and our shares offered hereby, we refer you to the following documents with the SEC and such filings are incorporated by reference into this prospectus supplement registration statement and the accompanying prospectus: • Annual Report on Form 10-K for exhibits and schedules filed thereto. Statements contained in this Prospectus Supplement regarding the fiscal year ended December 31, 2023, filed February 21, 2024 (including portions contents of ourDefinitive Proxy Statement for the 2024 Annual Meeting of Stockholders incorporated therein by reference); and • The description of our common stock, which any contract or any other document that is filed as Exhibit 4.7 an exhibit to our Annual Report on Form10-K for the fiscal year ended December 31registration statement are not necessarily complete, 2023, which updates and each such statement is qualified in all respects by reference to the description contained in our Registration Statement on Form 8-A, full text of such contract or other document filed August 12, 2003, as updated through subsequently filed reportsan exhibit to the registration statement. We also incorporate by reference into this prospectus supplement additional documents that we may are a reporting company and file with the SEC under Section 13(a)annual, 13(c)quarterly and current reports, 14 or 15(d) of the Exchange Act, from the date of this prospectus supplement until all of the securities offered by this prospectus supplement have been sold or the offering of these securities is otherwise terminated, provided, however, that information “furnished” under Item 2.02 or Item 7.01 of Form 8-K or proxy statements and other information “furnished” to the SEC which is not deemed filed is not incorporated by reference in this prospectus supplement and in the accompanying prospectus. Information that we subsequently file with the SEC as aforesaid will automatically update and may supersede information in this prospectus supplement and the accompanying prospectus and information that we previously filed material with the SEC. You may obtain copies read and copy our reports, proxy statements and other information, including the registration statement of any which this Prospectus Supplement is a part at the Public Reference Room of these filings from us as described below, through the SEC’s website as described above, ▇▇▇ ▇ ▇▇▇▇▇▇, ▇. Documents incorporated by reference are available without charge▇., excluding all exhibits unless an exhibit has been specifically incorporated by reference into this prospectus supplement, by writing or calling our Investor Relations Department at the following address and telephone number: Investor Relations Gladstone Commercial Corporation ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇.▇▇▇▇, ▇▇▇▇▇ ▇▇▇ Copies of our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and amendments, if any, to those reports filed or furnished with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge through our website at ▇▇▇.. ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. A request for any You may obtain information on the operation of these reports may also be submitted to us by sending a written request addressed to Investor Relations, Gladstone Commercial Corporation, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, VA 22102, or the public reference rooms by calling our toll-free investor relations line the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇. The information located on, or accessible from, our website is not, and shall not be deemed to be, except as described below, a part of this prospectus supplement or the accompanying prospectus or incorporated into any other filings that we make with the SEC. The SEC also maintains a an Internet website that contains reports, proxy and information statements, statements and other information regarding issuers about issuers, like us, that file electronically with the SEC at SEC. The address of that site is ▇▇▇.▇▇▇.▇▇▇. We The SEC allows us to “incorporate by reference” information into this Prospectus Supplement, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this Prospectus Supplement, except for any information superseded by information in this Prospectus Supplement or any document that we file in the future with the SEC. This Prospectus Supplement incorporates by reference the documents set forth below that we have previously filed with the SEC and all documents that we file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than any portion of the respective filings that are furnished pursuant to Item 2.02 or Item 7.01 of a “shelf” registration statement Current Report on Form S-3 under 8-K (including exhibits related thereto) or other applicable SEC rules, rather than filed) after the Securities Act relating to date of this Prospectus Supplement from their respective filing dates. These documents contain important information about us, our business and our finances. Annual Report on Form 10-K for the securities that may be offered year ended December 31, 2020 Current Reports on Form 8-K April 5, 2021 Description of Common Shares contained in our Registration Statement on Form 8-A Description of 7.75% September 2025 notes contained in Registration Statement on Form 8-A Description of 7.125% June 2024 notes contained in Registration Statement on Form 8-A Description of 6.875% December 2024 notes contained in Registration Statement on Form 8-A At your request, either orally or in writing, we will provide you with a copy of any or all documents which are incorporated by the accompanying prospectusreference. Such prospectus is a part documents will be provided to you free of that registration statementcharge, but does will not contain all of the information in the registration statementany exhibits, unless those exhibits are specifically incorporated by reference into those documents. Requests should be addressed to Sachem Capital Corp., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Chief Financial Officer, telephone number (▇▇▇) ▇▇▇-▇▇▇▇. We have omitted parts of the registration statement in accordance with the rules and regulations of the SEC. For more detail about us and any securities that may be offered by such prospectus, you may examine the registration statement on Form S-3 and the exhibits filed with it at the locations listed in the previous paragraph. We may offer and sellmay, from time to time, offer, in one or more series or classes of common stockclasses, preferred stock, debt securities, depositary shares and subscription rights (collectively, the “securities”). We may offer these securities with an aggregate initial public offering price of up to $1.3 billion, or its equivalent in a foreign currency based upon the exchange rate at the time of sale, in amounts, at initial prices and on terms determined at the time of the offering. We may offer these securities separately or together, in separate series or classes and in amounts, at prices and on terms described to be set forth in one or more supplements to this prospectus, the following securities: • common shares, par value $0.001 per share; • preferred shares, par value $0.001 per share; • warrants to purchase common shares or preferred shares; • debt securities; • guarantees of debt securities; or • units consisting of two or more of the classes of securities listed above. We refer to the common shares, preferred shares, warrants, debt securities and units collectively as the “Securities” in this base prospectus. This base prospectus describes some of the general terms that may offer apply to the Securities and sell these the general manner in which they may be offered. The specific terms of any Securities to be offered, and the specific manner in which they may be offered will be set forth in the applicable prospectus supplement. The prospectus supplement will also contain information, where applicable, about the material federal income tax considerations relating to, and any listing on a securities exchange of, the Securities covered by such prospectus supplement. It is important that you read both this base prospectus and the applicable prospectus supplement before you invest in the Securities. The Securities may be offered and sold to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis. If The prospectus supplement will describe the terms of the plan of distribution and set forth the names of any underwritersagents, dealers or agents are underwriters involved in the sale of any of the securities, their names, and any applicable purchase price, fee, commission or discount arrangement with, between or among them, will be set forth, or will be calculable from the information set forth, in an accompanying prospectus supplement. For more detailed information, see See “Plan of Distribution” in beginning on page 58 for more information on this prospectustopic. No securities Securities may be sold without delivery of an accompanying a prospectus supplement describing the method and terms of the offering of those securitiesthe Securities. AccordinglyOur common shares are listed on the NYSE American under the symbol “SACH.” On January 24, 2020, the closing sale price of the common shares on NYSE American was $4.34 per share. In addition, we will deliver this prospectus together with an accompanying prospectus supplement setting forth have two series of five-year unsecured unsubordinated notes listed upon the specific terms of the securities that we are offering. The specific terms may include limitations on direct or beneficial ownership and restrictions on transfer of the securities offered by this prospectus, in each case as may be appropriate to preserve our status as a real estate investment trust for federal income tax purposes, among other purposes. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with the additional information described NYSE American under the heading “Incorporation of Certain Documents by Reference” before you make your investment decision. Our shares of common stock, par value $0.001 per share, 6.625% Series E Cumulative Redeemable Preferred Stock, par value $0.001 per share, and 6.00% Series G Cumulative Redeemable Preferred Stock, par value $0.001 per share, trade on the Nasdaq Global Select Market under the trading symbols “GOOD,” “GOODN,SCCB” and “GOODO,” respectivelySACC”. Investing in our securities involves substantial risks. See “Risk Factors” on page 7 of this prospectus, and any similar section contained in the applicable prospectus supplement concerning factors you should consider before investing in our securities. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. ABOUT THIS PROSPECTUS 1 FORWARD-LOOKING STATEMENTS 2 PROSPECTUS SUMMARY 4 RISK FACTORS 7 USE OF PROCEEDS 8 DESCRIPTION OF CAPITAL STOCK 9 DESCRIPTION OF DEBT SECURITIES 20 DESCRIPTION OF DEPOSITARY SHARES 27 DESCRIPTION OF SUBSCRIPTION RIGHTS 30 BOOK ENTRY PROCEDURES AND SETTLEMENT 31 CERTAIN PROVISIONS OF MARYLAND LAW AND OF OUR CHARTER AND BYLAWS 32 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS 38 PLAN OF DISTRIBUTION 62 LEGAL MATTERS 66 EXPERTS 66 WHERE YOU CAN FIND MORE INFORMATION 66 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 67 This prospectus is part of a registration statement on Form S-3 that we filed with the SEC, using a “shelf” registration process for the delayed offering and sale of securities pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). Under this shelf registration statement, we may, over time, sell any combination None of the securities described in this prospectus in one other Securities are currently listed on any exchange or more offerings. Under the shelf registration process, we may, over time, sell quoted on any combination of the securities described in this prospectus in one other trading venue or more offerings up to a total dollar amount of $1.3 billion, as described in this prospectus. This prospectus only provides you with a general description of the securities that we may offer. As allowed by SEC rules, this prospectus does not contain all of the information that you can find in the registration statement or the exhibits thereto. For further information, we refer you to the registration statement, including any amendments thereto, including its exhibits. We will not use this prospectus to offer and sell securities unless it is accompanied by a prospectus supplement that more fully describes the securities being offered and the terms of such offering. Any accompanying prospectus supplement or free writing prospectus may also update, amend or supersede other information contained in this prospectus. Before purchasing any securities, you should carefully read this prospectus, any accompanying prospectus supplement and any free writing prospectus together with the information incorporated or deemed to be incorporated by reference herein as described under the heading “Where You Can Find More Information” belowsystem.
Appears in 1 contract
Sources: Sales Agreement
EXPERTS. The financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in the Report of Management on Internal Control Controls over Financial Reporting) incorporated in this prospectus supplement Prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 2023 2018 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. SEC rules allow us to “incorporate by reference” the We are a public company and file annual, quarterly and current reports, proxy statements and other information we file with the SEC, which means that we can disclose important information to you by referring you to those documents filed separately with the SEC. The information incorporated by reference in this prospectus supplement and the accompanying prospectus is considered to be part of this prospectus supplement and the accompanying prospectus, and the information we file subsequently with the Our SEC prior filings are also available to the completion of this offering will automatically update and supersede such information. We previously filed the following documents with the SEC and such filings are incorporated by reference into this prospectus supplement and the accompanying prospectus: • Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed February 21, 2024 (including portions of ourDefinitive Proxy Statement for the 2024 Annual Meeting of Stockholders incorporated therein by reference); and • The description of our common stock, which is filed as Exhibit 4.7 to our Annual Report on Form10-K for the fiscal year ended December 31, 2023, which updates the description contained in our Registration Statement on Form 8-A, filed August 12, 2003, as updated through subsequently filed reports. We also incorporate by reference into this prospectus supplement additional documents that we may file with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, from the date of this prospectus supplement until all of the securities offered by this prospectus supplement have been sold or the offering of these securities is otherwise terminated, provided, however, that information “furnished” under Item 2.02 or Item 7.01 of Form 8-K or other information “furnished” to the SEC which is not deemed filed is not incorporated by reference in this prospectus supplement and in the accompanying prospectus. Information that we subsequently file with the SEC as aforesaid will automatically update and may supersede information in this prospectus supplement and the accompanying prospectus and information that we previously filed with the SEC. You may obtain copies of any of these filings from us as described below, through public at the SEC’s website as described above. Documents incorporated by reference are available without charge, excluding all exhibits unless an exhibit has been specifically incorporated by reference into this prospectus supplement, by writing or calling our Investor Relations Department at the following address and telephone number: Investor Relations Gladstone Commercial Corporation ▇▇▇▇ .▇▇▇.▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ Copies . We also make available free of charge through our annual report website our Annual Reports on Form 10-K, quarterly reports Quarterly Reports on Form 10-Q, current reports Current Reports on Form 8-K, proxy statements K and amendments, if any, amendments to those reports filed or furnished with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge through as well as our definitive proxy statement and Section 16 reports on Forms 3, 4 and 5. Our website at address is ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. A request for any of these reports may also be submitted to us by sending a written request addressed to Investor RelationsHowever, Gladstone Commercial Corporation, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, VA 22102, or by calling our toll-free investor relations line at ▇-▇▇▇-▇▇▇-▇▇▇▇. The the information located on, or accessible from, our website is not, and shall not be deemed to be, except as described below, a part of this prospectus supplement or the any accompanying prospectus supplement or incorporated into any other filings that we make with the SEC. The SEC also maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at ▇▇▇.▇▇▇.▇▇▇. We have filed with the SEC a “shelf” registration statement on Form S-3 under the Securities Act relating to the securities that may be offered by the accompanying prospectus. Such prospectus is a part of that registration statement, but does not contain all of the information in the registration statement. We have omitted parts of the registration statement in accordance with the rules and regulations of the SEC. For more detail about us and any securities that may be offered by such prospectus, you may examine the registration statement on Form S-3 and the exhibits filed with it at the locations listed in the previous paragraph. We may offer and sell, from time to time, one or more series or classes of common stock, preferred stock, debt securities, depositary shares and subscription rights (collectively, the “securities”). We may offer these securities with an aggregate initial public offering price of up to $1.3 billion, or its equivalent in a foreign currency based upon the exchange rate at the time of sale, in amounts, at initial prices and on terms determined at the time of the offering. We may offer these securities separately or together, in separate series or classes and in amounts, at prices and on terms described in one or more supplements to this prospectus. We may offer and sell these securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names, and any applicable purchase price, fee, commission or discount arrangement with, between or among them, will be set forth, or will be calculable from the information set forth, in an accompanying prospectus supplement. For more detailed information, see “Plan of Distribution” in this prospectus. No securities may be sold without delivery of an accompanying prospectus supplement describing the method and terms of the offering of those securities. Accordingly, we will deliver this prospectus together with an accompanying prospectus supplement setting forth the specific terms of the securities that we are offering. The specific terms may include limitations on direct or beneficial ownership and restrictions on transfer of the securities offered by this prospectus, in each case as may be appropriate to preserve our status as a real estate investment trust for federal income tax purposes, among other purposes. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with the additional information described under the heading “Incorporation of Certain Documents by Reference” before you make your investment decision. Our shares of common stock, par value $0.001 per share, 6.625% Series E Cumulative Redeemable Preferred Stock, par value $0.001 per share, and 6.00% Series G Cumulative Redeemable Preferred Stock, par value $0.001 per share, trade on the Nasdaq Global Select Market under the trading symbols “GOOD,” “GOODN,” and “GOODO,” respectively. Investing in our securities involves substantial risks. See “Risk Factors” on page 7 of this prospectus, and any similar section contained in the applicable prospectus supplement concerning factors you should consider before investing in our securities. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. ABOUT THIS PROSPECTUS 1 FORWARD-LOOKING STATEMENTS 2 PROSPECTUS SUMMARY 4 RISK FACTORS 7 USE OF PROCEEDS 8 DESCRIPTION OF CAPITAL STOCK 9 DESCRIPTION OF DEBT SECURITIES 20 DESCRIPTION OF DEPOSITARY SHARES 27 DESCRIPTION OF SUBSCRIPTION RIGHTS 30 BOOK ENTRY PROCEDURES AND SETTLEMENT 31 CERTAIN PROVISIONS OF MARYLAND LAW AND OF OUR CHARTER AND BYLAWS 32 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS 38 PLAN OF DISTRIBUTION 62 LEGAL MATTERS 66 EXPERTS 66 WHERE YOU CAN FIND MORE INFORMATION 66 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 67 This prospectus is comprises only part of a registration statement on Form S-3 that we have filed with the SEC, using a “shelf” registration process for the delayed offering and sale of securities pursuant to Rule 415 SEC under the Securities Act of 1933and, as amended (the “Securities Act”). Under this shelf registration statementtherefore, we may, over time, sell any combination of the securities described in this prospectus in one or more offerings. Under the shelf registration process, we may, over time, sell any combination of the securities described in this prospectus in one or more offerings up to a total dollar amount of $1.3 billion, as described in this prospectus. This prospectus only provides you with a general description of the securities that we may offer. As allowed by SEC rules, this prospectus does not contain all omits some of the information that you can find contained in the registration statement. We have also filed exhibits and schedules to the registration statement which are excluded from this prospectus, and you should refer to the applicable exhibit or the exhibits theretoschedule for a complete description of any statement referring to any contract or other document. For further information, we refer you to You may inspect or obtain a copy of the registration statement, including any amendments theretothe exhibits and schedules, including its exhibits. We will not use this prospectus to offer and sell securities unless it is accompanied by a prospectus supplement that more fully describes the securities being offered and the terms of such offering. Any accompanying prospectus supplement or free writing prospectus may also update, amend or supersede other information contained in this prospectus. Before purchasing any securities, you should carefully read this prospectus, any accompanying prospectus supplement and any free writing prospectus together with the information incorporated or deemed to be incorporated by reference herein as described under in the heading “Where You Can Find More Information” belowprevious paragraph.
Appears in 1 contract
EXPERTS. The financial statements and management’s assessment as of the effectiveness of internal control over financial reporting (which is included in the Report of Management on Internal Control over Financial Reporting) incorporated in this prospectus supplement by reference to the Annual Report on Form 10-K for the year ended December 31, 2023 2018 and 2017, and for the years then ended, included in this Prospectus have been so incorporated included in reliance on the report of PricewaterhouseCoopers BPM LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. We have filed with the SEC rules allow us this shelf registration statement on Form S-3 under the Securities Act with respect to “incorporate our Common Stock we are offering by reference” this prospectus. This prospectus does not contain all of the information included in the registration statement. For further information pertaining to us and our Common Stock, you should refer to the registration statement and to its exhibits. Whenever we file with the SEC, which means that we can disclose important information to you by referring you to those documents filed separately with the SEC. The information incorporated by make reference in this prospectus supplement and to any of our contracts, agreements or other documents, the accompanying prospectus is considered to be part of this prospectus supplement and the accompanying prospectusreferences are not necessarily complete, and the information we file subsequently with the SEC prior you should refer to the completion exhibits attached to the registration statement for copies of this offering will automatically update and supersede such informationthe actual contract, agreement or other document. We previously filed the following documents with the SEC file annual, quarterly and such filings are incorporated by reference into this prospectus supplement current reports, information statements and the accompanying prospectus: • Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed February 21, 2024 (including portions of ourDefinitive Proxy Statement for the 2024 Annual Meeting of Stockholders incorporated therein by reference); proxy statements and • The description of our common stock, which is filed as Exhibit 4.7 to our Annual Report on Form10-K for the fiscal year ended December 31, 2023, which updates the description contained in our Registration Statement on Form 8-A, filed August 12, 2003, as updated through subsequently filed reports. We also incorporate by reference into this prospectus supplement additional documents that we may file with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, from the date of this prospectus supplement until all of the securities offered by this prospectus supplement have been sold or the offering of these securities is otherwise terminated, provided, however, that information “furnished” under Item 2.02 or Item 7.01 of Form 8-K or other information “furnished” to the SEC which is not deemed filed is not incorporated by reference in this prospectus supplement and in the accompanying prospectus. Information that we subsequently file with the SEC as aforesaid will automatically update and may supersede information in this prospectus supplement and the accompanying prospectus and information that we previously filed with the SEC. You may obtain copies of any of these filings from us as described belowcan read our SEC filings, through including the registration statement, at the SEC’s website as described aboveat ▇▇▇.▇▇▇.▇▇▇. Documents incorporated by You may also read and copy any document we file with the SEC at its public reference are available without chargefacility at ▇▇▇ ▇ ▇▇▇▇▇▇, excluding all exhibits unless an exhibit has been specifically incorporated by reference into this prospectus supplement▇.▇., by writing or calling our Investor Relations Department at the following address and telephone number: Investor Relations Gladstone Commercial Corporation ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ Copies of our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and amendments, if any, to those reports filed or furnished with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge through our website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. We also maintain a website at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇. A request for any You may access, free of these charge, our annual reports on Form 10-K, quarterly reports on Form 10- Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. The information contained on, or that can be accessed through, our website is not a part of, and should not be construed as being incorporated by reference into, this prospectus or the accompanying prospectus supplement. You may also be submitted obtain copies of the documents at prescribed rates by writing to us by sending a written request addressed to Investor Relations, Gladstone Commercial Corporation, the Public Reference Section of the SEC at ▇▇▇ ▇ ▇▇▇▇ ▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇.▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, VA 22102, or by calling our toll-free investor relations line . 20549. Please call the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇. The ▇ for further information located on, or accessible from, our website is not, and shall not be deemed to be, except as described below, a part of this prospectus supplement or on the accompanying prospectus or incorporated into any other filings that we make with the SEC. The SEC also maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at ▇▇▇.▇▇▇.▇▇▇. We have filed with the SEC a “shelf” registration statement on Form S-3 under the Securities Act relating to the securities that may be offered by the accompanying prospectus. Such prospectus is a part of that registration statement, but does not contain all operation of the information in the registration statement. We have omitted parts of the registration statement in accordance with the rules and regulations of the SEC. For more detail about us and any securities that may be offered by such prospectus, you may examine the registration statement on Form S-3 and the exhibits filed with it at the locations listed in the previous paragraph. We may offer and sell, from time to time, one or more series or classes of common stock, preferred stock, debt securities, depositary shares and subscription rights (collectively, the “securities”). We may offer these securities with an aggregate initial public offering price of up to $1.3 billion, or its equivalent in a foreign currency based upon the exchange rate at the time of sale, in amounts, at initial prices and on terms determined at the time of the offering. We may offer these securities separately or together, in separate series or classes and in amounts, at prices and on terms described in one or more supplements to this prospectus. We may offer and sell these securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names, and any applicable purchase price, fee, commission or discount arrangement with, between or among them, will be set forth, or will be calculable from the information set forth, in an accompanying prospectus supplement. For more detailed information, see “Plan of Distribution” in this prospectus. No securities may be sold without delivery of an accompanying prospectus supplement describing the method and terms of the offering of those securities. Accordingly, we will deliver this prospectus together with an accompanying prospectus supplement setting forth the specific terms of the securities that we are offering. The specific terms may include limitations on direct or beneficial ownership and restrictions on transfer of the securities offered by this prospectus, in each case as may be appropriate to preserve our status as a real estate investment trust for federal income tax purposes, among other purposes. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with the additional information described under the heading “Incorporation of Certain Documents by Reference” before you make your investment decision. Our shares of common stock, par value $0.001 per share, 6.625% Series E Cumulative Redeemable Preferred Stock, par value $0.001 per share, and 6.00% Series G Cumulative Redeemable Preferred Stock, par value $0.001 per share, trade on the Nasdaq Global Select Market under the trading symbols “GOOD,” “GOODN,” and “GOODO,” respectively. Investing in our securities involves substantial risks. See “Risk Factors” on page 7 of this prospectus, and any similar section contained in the applicable prospectus supplement concerning factors you should consider before investing in our securities. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. ABOUT THIS PROSPECTUS 1 FORWARD-LOOKING STATEMENTS 2 PROSPECTUS SUMMARY 4 RISK FACTORS 7 USE OF PROCEEDS 8 DESCRIPTION OF CAPITAL STOCK 9 DESCRIPTION OF DEBT SECURITIES 20 DESCRIPTION OF DEPOSITARY SHARES 27 DESCRIPTION OF SUBSCRIPTION RIGHTS 30 BOOK ENTRY PROCEDURES AND SETTLEMENT 31 CERTAIN PROVISIONS OF MARYLAND LAW AND OF OUR CHARTER AND BYLAWS 32 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS 38 PLAN OF DISTRIBUTION 62 LEGAL MATTERS 66 EXPERTS 66 WHERE YOU CAN FIND MORE INFORMATION 66 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 67 This prospectus is part of a registration statement on Form S-3 that we filed with the SEC, using a “shelf” registration process for the delayed offering and sale of securities pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). Under this shelf registration statement, we may, over time, sell any combination of the securities described in this prospectus in one or more offerings. Under the shelf registration process, we may, over time, sell any combination of the securities described in this prospectus in one or more offerings up to a total dollar amount of $1.3 billion, as described in this prospectus. This prospectus only provides you with a general description of the securities that we may offer. As allowed by SEC rules, this prospectus does not contain all of the information that you can find in the registration statement or the exhibits thereto. For further information, we refer you to the registration statement, including any amendments thereto, including its exhibits. We will not use this prospectus to offer and sell securities unless it is accompanied by a prospectus supplement that more fully describes the securities being offered and the terms of such offering. Any accompanying prospectus supplement or free writing prospectus may also update, amend or supersede other information contained in this prospectus. Before purchasing any securities, you should carefully read this prospectus, any accompanying prospectus supplement and any free writing prospectus together with the information incorporated or deemed to be incorporated by reference herein as described under the heading “Where You Can Find More Information” belowfacilities.
Appears in 1 contract
Sources: Capital on Demand Sales Agreement
EXPERTS. The consolidated financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is India Globalization Capital, Inc. included in the Report of Management on Internal Control over Financial Reporting) incorporated in this prospectus supplement by reference to the Annual Report on Form 10-K for the year ended December 31, 2023 have been so incorporated in reliance on the our annual report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. SEC rules allow us to “incorporate by reference” the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents filed separately with the SEC. The information incorporated by reference in this prospectus supplement and the accompanying prospectus is considered to be part of this prospectus supplement and the accompanying prospectus, and the information we file subsequently with the SEC prior to the completion of this offering will automatically update and supersede such information. We previously filed the following documents with the SEC and such filings are incorporated by reference into this prospectus supplement and the accompanying prospectus: • Annual Report on Form 10-K for the fiscal year ended December March 31, 2023, filed February 21, 2024 (including portions of ourDefinitive Proxy Statement for the 2024 Annual Meeting of Stockholders incorporated therein by reference); 2020 and • The description of our common stock, which is filed as Exhibit 4.7 to our Annual Report on Form10-K for the fiscal year ended December March 31, 20232019, which updates the description contained in our Registration Statement on Form 8-A, filed August 12, 2003, as updated through subsequently filed reports. We also incorporate by reference into this prospectus supplement additional documents that we may file with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, from the date of this prospectus supplement until all of the securities offered by this prospectus supplement have been sold or the offering of these securities is otherwise terminated, provided, however, that information “furnished” under Item 2.02 or Item 7.01 of Form 8-K or other information “furnished” to the SEC which is not deemed filed is not incorporated audited by reference in this prospectus supplement and in the accompanying prospectus. Information that we subsequently file with the SEC as aforesaid will automatically update and may supersede information in this prospectus supplement and the accompanying prospectus and information that we previously filed with the SEC. You may obtain copies of any of these filings from us as described below, through the SEC’s website as described above. Documents incorporated by reference are available without charge, excluding all exhibits unless an exhibit has been specifically incorporated by reference into this prospectus supplement, by writing or calling our Investor Relations Department at the following address and telephone number: Investor Relations Gladstone Commercial Corporation ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Associates, independent registered public accountants, as set forth in their reports thereon, included therein, and incorporated herein by reference in this prospectus and elsewhere in the registration statement. Such consolidated financial statements are incorporated herein by reference in reliance upon such reports given on the authority of said firm as experts in accounting and auditing. ▇▇▇▇▇▇ Frome ▇▇▇▇▇▇▇ LLP, New York, New York, as our counsel, will pass upon certain legal matters, including the legality of the securities offered by this prospectus and any prospectus supplement. If the securities are distributed in an underwritten offering, certain legal matters will be passed upon for the underwriters by counsel identified in the applicable prospectus supplement. We file reports, proxy statements and other documents with the SEC. You may read and copy any document we file at the SEC’s public reference room at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇ ▇▇▇ Copies of our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and amendments, if any, to those reports filed or furnished with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge through our website at ▇▇▇., ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇.▇▇▇. A request for any of these reports may also be submitted to us by sending a written request addressed to Investor Relations, Gladstone Commercial Corporation, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, VA 22102, or by calling our toll-free investor relations line at subject to restrictions that may be imposed from time to time as a result of the COVID-19 pandemic. You should call ▇-▇▇▇-▇▇▇-▇▇▇▇ for more information on the operation of the public reference room, including any restrictions imposed as a result of the COVID-19 pandemic. Our SEC filings are also available to you on the SEC's Internet site at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. The information located on, or accessible from, our website is not, and shall not be deemed to be, except as described below, a part of this prospectus supplement or the accompanying prospectus or incorporated into any other filings that we make with the SEC. The SEC also maintains a website that ’s Internet site contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at ▇▇▇.▇▇▇.▇▇▇. We have filed with the SEC a “shelf” registration statement on Form S-3 under the Securities Act relating to the securities that may be offered by the accompanying prospectus. Such prospectus is a part of that registration statement, but does not contain all of the information in the registration statement. We have omitted parts of the registration statement in accordance with the rules and regulations of the SEC. For more detail about us and any securities that may be offered by such prospectus, you may examine the registration statement on Form S-3 and the exhibits filed with it at the locations listed in the previous paragraph. We may offer and sell, from time to time, one or more series or classes of common stock, preferred stock, debt securities, depositary shares and subscription rights (collectively, the “securities”). We may offer these securities with an aggregate initial public offering price of up to $1.3 billion, or its equivalent in a foreign currency based upon the exchange rate at the time of sale, in amounts, at initial prices and on terms determined at the time of the offering. We may offer these securities separately or together, in separate series or classes and in amounts, at prices and on terms described in one or more supplements to this prospectus. We may offer and sell these securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names, and any applicable purchase price, fee, commission or discount arrangement with, between or among them, will be set forth, or will be calculable from the information set forth, in an accompanying prospectus supplement. For more detailed information, see “Plan of Distribution” in this prospectus. No securities may be sold without delivery of an accompanying prospectus supplement describing the method and terms of the offering of those securities. Accordingly, we will deliver this prospectus together with an accompanying prospectus supplement setting forth the specific terms of the securities that we are offering. The specific terms may include limitations on direct or beneficial ownership and restrictions on transfer of the securities offered by this prospectus, in each case as may be appropriate to preserve our status as a real estate investment trust for federal income tax purposes, among other purposes. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with the additional information described under the heading “Incorporation of Certain Documents by Reference” before you make your investment decision. Our shares of common stock, par value $0.001 per share, 6.625% Series E Cumulative Redeemable Preferred Stock, par value $0.001 per share, and 6.00% Series G Cumulative Redeemable Preferred Stock, par value $0.001 per share, trade on the Nasdaq Global Select Market under the trading symbols “GOOD,” “GOODN,” and “GOODO,” respectively. Investing in our securities involves substantial risks. See “Risk Factors” on page 7 of this prospectus, and any similar section contained in the applicable prospectus supplement concerning factors you should consider before investing in our securities. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. ABOUT THIS PROSPECTUS 1 FORWARD-LOOKING STATEMENTS 2 PROSPECTUS SUMMARY 4 RISK FACTORS 7 USE OF PROCEEDS 8 DESCRIPTION OF CAPITAL STOCK 9 DESCRIPTION OF DEBT SECURITIES 20 DESCRIPTION OF DEPOSITARY SHARES 27 DESCRIPTION OF SUBSCRIPTION RIGHTS 30 BOOK ENTRY PROCEDURES AND SETTLEMENT 31 CERTAIN PROVISIONS OF MARYLAND LAW AND OF OUR CHARTER AND BYLAWS 32 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS 38 PLAN OF DISTRIBUTION 62 LEGAL MATTERS 66 EXPERTS 66 WHERE YOU CAN FIND MORE INFORMATION 66 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 67 This prospectus is part of a registration statement on Form S-3 that we filed with the SEC. The registration statement contains more information than this prospectus regarding us and our common stock, using including certain exhibits and schedules. You can obtain a “shelf” registration process for the delayed offering and sale of securities pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). Under this shelf registration statement, we may, over time, sell any combination copy of the securities described in this prospectus in one registration statement from the SEC at the address listed above or more offeringsfrom the SEC’s Internet site. Under the shelf registration process, we may, over time, sell any combination of the securities described in this prospectus in one or more offerings up to a total dollar amount of $1.3 billion, as described Our Internet address is ▇▇▇.▇▇▇▇▇▇.▇▇. The information on our Internet website is not incorporated by reference in this prospectus. This prospectus only provides you with a general description of the securities that we may offer. As allowed by SEC rules, this prospectus does not contain all of the information that you can find in the registration statement or the exhibits thereto. For further information, we refer you to the registration statement, including any amendments thereto, including its exhibits. We will not use this prospectus to offer and sell securities unless it is accompanied by a prospectus supplement that more fully describes the securities being offered and the terms of such offering. Any accompanying prospectus supplement or free writing prospectus may also update, amend or supersede other information contained in this prospectus. Before purchasing any securities, you should carefully read this prospectus, any accompanying prospectus supplement and any free writing prospectus together with the information incorporated or deemed to be incorporated by reference herein as described under the heading “Where You Can Find More Information” below.
Appears in 1 contract
Sources: At the Market Sales Agreement
EXPERTS. The consolidated financial statements as of December 31, 2017 and 2016 and for each of the three years in the period ended December 31, 2017 and management’s assessment of the effectiveness of internal control over financial reporting (which is included in the Management’s Report of Management on Internal Control over Financial Reporting) incorporated in this prospectus supplement by reference to the Annual Report on Form 10-K for the year ended as of December 31, 2023 2017 included in the accompanying prospectus have been so incorporated included in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. SEC rules allow us to “incorporate by reference” the information we file We have filed with the SECSEC a registration statement on Form N-2, which means that we can disclose important information together with all amendments and related exhibits, under the Securities Act, with respect to you our securities offered by referring you to those documents filed separately with the SEC. The information incorporated by reference in this prospectus supplement and the accompanying prospectus is considered to be part of this prospectus supplement and the accompanying prospectus, . The registration statement contains additional information about us and the information we file subsequently with the SEC prior to the completion of this offering will automatically update and supersede such information. We previously filed the following documents with the SEC and such filings are incorporated our securities being offered by reference into this prospectus supplement and the accompanying prospectus: • Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed February 21, 2024 (including portions of ourDefinitive Proxy Statement for the 2024 Annual Meeting of Stockholders incorporated therein by reference); and • The description of our common stock, which is filed as Exhibit 4.7 to our Annual Report on Form10-K for the fiscal year ended December 31, 2023, which updates the description contained in our Registration Statement on Form 8-A, filed August 12, 2003, as updated through subsequently filed reports. We also incorporate by reference into this prospectus supplement additional documents that we may file annual, quarterly and current periodic reports, proxy statements and other information with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act. You may inspect and copy these reports, from proxy statements and other information, as well as the date registration statement of this prospectus supplement until all of the securities offered by this prospectus supplement have been sold or the offering of these securities is otherwise terminated, provided, however, that information “furnished” under Item 2.02 or Item 7.01 of Form 8-K or other information “furnished” to the SEC which is not deemed filed is not incorporated by reference in this prospectus supplement and in accompanying prospectus form a part and the accompanying prospectus. Information that we subsequently file with related exhibits and schedules, at the Public Reference Room of the SEC as aforesaid will automatically update and may supersede information in this prospectus supplement and the accompanying prospectus and information that we previously filed with the SEC. You may obtain copies of any of these filings from us as described below, through the SEC’s website as described above. Documents incorporated by reference are available without charge, excluding all exhibits unless an exhibit has been specifically incorporated by reference into this prospectus supplement, by writing or calling our Investor Relations Department at the following address and telephone number: Investor Relations Gladstone Commercial Corporation ▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ Copies of our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and amendments, if any, to those reports filed or furnished with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge through our website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, Washington, D.C. 20549-0102. A request for any You may obtain information on the operation of these reports may also be submitted to us by sending a written request addressed to Investor Relations, Gladstone Commercial Corporation, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, VA 22102, or the Public Reference Room by calling our toll-free investor relations line the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇. The information located on, or accessible from, our website is not, and shall not be deemed to be, except as described below, a part of this prospectus supplement or the accompanying prospectus or incorporated into any other filings that we make with the SEC. The SEC also maintains a an Internet website that contains reports, proxy and information statements, statements and other information regarding issuers that file filed electronically by us with the SEC which are available on the SEC’s Internet website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. We have filed with Copies of these reports, proxy and information statements and other information may be obtained, after paying a duplicating fee, by electronic request at the SEC a “shelf” registration statement on Form S-3 under following E-mail address: ▇▇▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇, or by writing the Securities Act relating SEC’s Public Reference Section, Washington, D.C. 20549-0102. This prospectus relates to the securities that may be offered by the accompanying prospectus. Such prospectus is a part of that registration statement, but does not contain all of the information in the registration statement. We have omitted parts of the registration statement in accordance with the rules and regulations of the SEC. For more detail about us and any securities that may be offered by such prospectus, you may examine the registration statement on Form S-3 and the exhibits filed with it at the locations listed in the previous paragraph. We may offer and selloffer, from time to time, in one or more series offerings or classes series, up to $750,000,000 of shares of our common stock, par value $0.001 per share, preferred stock, par value $0.001 per share, warrants representing rights to purchase shares of our common stock, preferred stock or debt securities, subscription rights or debt securities, which we refer to, collectively, as the “securities.” The preferred stock, debt securities, depositary shares and subscription rights (collectively, the “securities”)and warrants offered hereby may be convertible or exchangeable into shares of our common stock. We may offer these sell our securities with through underwriters or dealers, “at-the-market” to or through a market maker into an aggregate initial public offering price of up existing trading market or otherwise directly to $1.3 billionone or more purchasers, including existing stockholders in a rights offering, or its equivalent in through agents or through a foreign currency based upon the exchange rate at the time combination of methods of sale, in amountsincluding auctions. The identities of such underwriters, at initial prices and on terms determined at dealers, market makers or agents, as the time of the offering. We case may offer these securities separately or togetherbe, in separate series or classes and in amounts, at prices and on terms will be described in one or more supplements to this prospectus. We The securities may offer be offered at prices and sell these securities on terms to or through be described in one or more underwriters, dealers and agents, or directly supplements to purchasers, on a continuous or delayed basis. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names, and any applicable purchase price, fee, commission or discount arrangement with, between or among them, will be set forth, or will be calculable from the information set forth, in an accompanying prospectus supplement. For more detailed information, see “Plan of Distribution” in this prospectus. No In the event we offer common stock, the offering price per share will not be less than the net asset value per share of our common stock at the time we make the offering except (1) in connection with a rights offering to our existing stockholders, (2) with the consent of the holders of the majority of our voting securities and approval of our Board of Directors, or (3) under such circumstances as the Securities and Exchange Commission may permit. See “Risk Factors” for more information. We are a specialty finance company focused on providing senior secured loans to high-growth, innovative venture capital-backed companies in a variety of technology, life sciences and sustainable and renewable technology industries. We primarily finance privately-held companies backed by leading venture capital and private equity firms and publicly-traded companies that lack access to public capital or are sensitive to equity ownership dilution. We source our investments through our principal office located in Palo Alto, CA, as well as through additional offices in Boston, MA, New York, NY, Washington, DC, Hartford, CT and San Diego, CA. Our goal is to be the leading structured debt financing provider for venture capital-backed companies in technology-related industries requiring sophisticated and customized financing solutions. We invest primarily in structured debt with warrants and, to a lesser extent, in senior debt and equity investments. We use the term “structured debt with warrants” to refer to any debt investment, such as a senior or subordinated secured loan, that is coupled with an equity component, including warrants, options or other rights to purchase common or preferred stock. Our structured debt with warrants investments typically are secured by some or all of the assets of the portfolio company. We invest primarily in private companies but also have investments in public companies. Our investment objective is to maximize our portfolio total return by generating current income from our debt investments and capital appreciation from our warrant and equity-related investments. We are an internally-managed, non-diversified closed-end investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. Our common stock is traded on the New York Stock Exchange, or NYSE, under the symbol “HTGC.” On May 29, 2018, the last reported sale price of a share of our common stock on the NYSE, was $12.40. The net asset value per share of our common stock at March 31, 2018 (the last date prior to the date of this prospectus on which we determined net asset value) was $9.72. An investment in our securities may be sold without delivery speculative and involves risks including a heightened risk of an accompanying prospectus supplement describing total loss of investment. In addition, the method and terms of the offering of those securities. Accordingly, companies in which we will deliver this prospectus together with an accompanying prospectus supplement setting forth the specific terms of the securities that we invest are offering. The specific terms may include limitations on direct or beneficial ownership and restrictions on transfer of the securities offered by this prospectus, in each case as may be appropriate subject to preserve our status as a real estate investment trust for federal income tax purposes, among other purposes. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with the additional information described under the heading “Incorporation of Certain Documents by Reference” before you make your investment decision. Our shares of common stock, par value $0.001 per share, 6.625% Series E Cumulative Redeemable Preferred Stock, par value $0.001 per share, and 6.00% Series G Cumulative Redeemable Preferred Stock, par value $0.001 per share, trade on the Nasdaq Global Select Market under the trading symbols “GOOD,” “GOODN,” and “GOODO,” respectively. Investing in our securities involves substantial special risks. See “Risk Factors” beginning on page 7 of this prospectus, and any similar section contained in the applicable prospectus supplement concerning factors 14 to read about risks that you should consider before investing in our securities, including the risk of leverage. Neither Please read this prospectus before investing and keep it for future reference. It contains important information about us that a prospective investor ought to know before investing in our securities. We file annual, quarterly and current reports, proxy statements and other information about us with the U.S. Securities and Exchange Commission Commission. The information is available free of charge by contacting us at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 310, Palo Alto, California 94301 or by telephone calling collect at (the “SEC”▇▇▇) nor any state securities commission has approved ▇▇▇-▇▇▇▇ or disapproved on our website at ▇▇▇.▇▇▇▇.▇▇▇. The SEC also maintains a website at ▇▇▇.▇▇▇.▇▇▇ that contains such information. Summary 1 Fees and Expenses 10 Selected Consolidated Financial Data 12 Risk Factors 14 Forward-Looking Statements 63 Use of these securities or determined if Proceeds 65 Price Range of Common Stock and Distributions 66 Ratio of Earnings to Fixed Charges 69 Management’s Discussion and Analysis of Financial Condition and Results of Operations 70 Business 113 Portfolio Companies 126 Senior Securities 149 Management 152 Corporate Governance 164 Executive Compensation 170 Control Persons and Principal Stockholders 192 Certain Relationships and Related Transactions 194 Certain United States Federal Income Tax Considerations 195 Regulation 205 Determination of Net Asset Value 211 Sales of Common Stock Below Net Asset Value 215 Dividend Reinvestment Plan 220 Description of Capital Stock 221 Description of Our Preferred Stock 228 Description of Our Subscription Rights 230 Description of Warrants 232 Description of Our Debt Securities 234 Plan of Distribution 247 Brokerage Allocation and Other Practices 249 Custodian, Transfer and Dividend Paying Agent and Registrar 249 Legal Matters 249 Experts 249 Available Information Index to Financial Statements 250 F-1 Hercules Capital, Inc., our logo and other trademarks of Hercules Capital, Inc. mentioned in this prospectus is truthful are the property of Hercules Capital, Inc. All other trademarks or completetrade names referred to in this prospectus are the property of their respective owners. Any representation to the contrary is a criminal offense. ABOUT THIS PROSPECTUS 1 FORWARD-LOOKING STATEMENTS 2 PROSPECTUS SUMMARY 4 RISK FACTORS 7 USE OF PROCEEDS 8 DESCRIPTION OF CAPITAL STOCK 9 DESCRIPTION OF DEBT SECURITIES 20 DESCRIPTION OF DEPOSITARY SHARES 27 DESCRIPTION OF SUBSCRIPTION RIGHTS 30 BOOK ENTRY PROCEDURES AND SETTLEMENT 31 CERTAIN PROVISIONS OF MARYLAND LAW AND OF OUR CHARTER AND BYLAWS 32 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS 38 PLAN OF DISTRIBUTION 62 LEGAL MATTERS 66 EXPERTS 66 WHERE YOU CAN FIND MORE INFORMATION 66 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 67 This prospectus is part of a registration statement on Form S-3 that we have filed with the SEC, Securities and Exchange Commission using a the “shelf” registration process for process. Under the shelf registration process, which constitutes a delayed offering and sale of securities pursuant to in reliance on Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). Under this shelf registration statement, we maymay offer, over from time to time, up to $750,000,000 of our common stock, preferred stock, warrants representing rights to purchase shares of our common stock, preferred stock or debt securities, subscription rights or debt securities on the terms to be determined at the time of the offering. We may sell any our securities through underwriters or dealers, “at-the-market” to or through a market maker, into an existing trading market or otherwise directly to one or more purchasers, including existing stockholders in a rights offering, or through agents or through a combination of methods of sale. The identities of such underwriters, dealers, market makers or agents, as the securities case may be, will be described in this prospectus in one or more offeringssupplements to this prospectus. Under the shelf registration process, we may, over time, sell any combination of the The securities may be offered at prices and on terms described in this prospectus in one or more offerings up supplements to a total dollar amount of $1.3 billion, as described in this prospectus. This prospectus only provides you with a general description of the securities that we may offer. As allowed by SEC rules, this prospectus does not contain all of the information that you can find in the registration statement or the exhibits thereto. For further information, Each time we refer you to the registration statement, including any amendments thereto, including its exhibits. We will not use this prospectus to offer and sell securities unless it is accompanied by securities, we will provide a prospectus supplement that more fully describes the securities being offered and will contain specific information about the terms of such that offering. Any accompanying Please carefully read this prospectus and any such supplements together with the additional information described under “Available Information” in the “Summary” and “Risk Factors” sections before you make an investment decision. A prospectus supplement or free writing prospectus may also updateadd to, amend update or supersede other change information contained in this prospectus. Before purchasing any securities, you should carefully read this prospectus, any accompanying prospectus supplement and any free writing prospectus together with the information incorporated or deemed to be incorporated by reference herein as described under the heading “Where You Can Find More Information” below.
Appears in 1 contract
Sources: Equity Distribution Agreement
EXPERTS. The consolidated financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in the Report of Management on Internal Control over Financial Reporting) incorporated in this prospectus supplement by reference to from the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 2019 and the effectiveness of our internal control over financial reporting as of December 31, 2019 have been so incorporated in reliance on the report of PricewaterhouseCoopers audited by CohnReznick LLP, an independent registered public accounting firm, as set forth in their reports thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such reports given on the authority of said such firm as experts in auditing accounting and accountingauditing. SEC rules allow us to “incorporate by reference” the information we file We have filed a registration statement on Form S-3 with the SEC, which means that we can disclose important information to you SEC for the shares of common stock offered by referring you to those documents filed separately with the SEC. The information incorporated by reference in this prospectus supplement and the accompanying prospectus is considered to be part of this prospectus supplement and the accompanying prospectus, and the information we file subsequently with the SEC prior to the completion of this offering will automatically update and supersede such information. We previously filed the following documents with the SEC and such filings are incorporated by reference into this This prospectus supplement and the accompanying prospectus: • Annual Report on Form 10-K for , including the fiscal year ended December 31, 2023, filed February 21, 2024 (including portions of ourDefinitive Proxy Statement for the 2024 Annual Meeting of Stockholders information incorporated therein by reference); and • The description of our common stock, which is filed as Exhibit 4.7 to our Annual Report on Form10-K for the fiscal year ended December 31, 2023, which updates the description contained in our Registration Statement on Form 8-A, filed August 12, 2003, as updated through subsequently filed reports. We also incorporate by reference into this prospectus supplement additional documents that we may file with the SEC under Section 13(a)herein and therein, 13(c), 14 or 15(d) of the Exchange Act, from the date of this prospectus supplement until do not include all of the securities offered by this prospectus supplement have been sold or information contained in the offering of these securities is otherwise terminatedregistration statement. You should refer to the registration statement and its exhibits for additional information. We file annual, providedquarterly and periodic reports, however, that information “furnished” under Item 2.02 or Item 7.01 of Form 8-K or proxy statements and other information “furnished” to the SEC which is not deemed filed is not incorporated by reference in this prospectus supplement and in the accompanying prospectus. Information that we subsequently file with the SEC as aforesaid will automatically update and may supersede information in this prospectus supplement and the accompanying prospectus and information that we previously filed with the SEC. You may obtain copies Many of any of these our SEC filings are available to the public from us as described below, through the SEC’s website as described abovewebsite: ▇▇▇.▇▇▇.▇▇▇. Documents incorporated by reference are We make available without chargefree of charge our annual, excluding all exhibits unless an exhibit has been specifically incorporated by reference into this prospectus supplementquarterly and current reports, by writing or calling our Investor Relations Department proxy statements and other information upon request. To request such materials, please contact us at the following address and or telephone number: Investor Relations Gladstone Commercial Corporation ▇ADMA Biologics, Inc. ▇▇▇ ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇, Executive Vice President and Chief Financial Officer, (▇▇▇) ▇▇▇-▇▇▇▇ Copies of our annual report on Form 10-K.. Exhibits to the documents will not be sent, quarterly reports on Form 10-Qunless those exhibits have specifically been incorporated by reference in this prospectus. You may also obtain reports, current reports on Form 8-K, proxy statements and amendments, if any, to those reports filed or furnished other information that we file with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge through by accessing our website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, under the Investors tab, SEC Filings. A request for any of these reports may also be submitted to us by sending a written request addressed to Investor Relations, Gladstone Commercial Corporation, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, VA 22102, or by calling our toll-free investor relations line at ▇-▇▇▇-▇▇▇-▇▇▇▇. The information located onInformation contained in, or accessible fromthrough, our website is not, and shall does not be deemed to be, except as described below, constitute a part of this prospectus supplement or the accompanying prospectus or incorporated into any other filings that we make with the SEC. The SEC also maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at ▇▇▇.▇▇▇.▇▇▇. We have filed with the SEC a “shelf” registration statement on Form S-3 under the Securities Act relating to the securities that may be offered by the accompanying prospectus. Such prospectus is a part of that registration statement, but does not contain all of the information in the registration statement. We have omitted parts of the registration statement in accordance with the rules and regulations of the SEC. For more detail about us and any securities that may be offered by such prospectus, you may examine the registration statement on Form S-3 and the exhibits filed with it at the locations listed in the previous paragraph. We may offer and sell, from time to time, one or more series or classes of common stock, preferred stock, debt securities, depositary shares and subscription rights (collectively, the “securities”). We may offer these securities with an aggregate initial public offering price of up to $1.3 billion, or its equivalent in a foreign currency based upon the exchange rate at the time of sale, in amounts, at initial prices and on terms determined at the time of the offering. We may offer these securities separately or together, in separate series or classes and in amounts, at prices and on terms described in one or more supplements to this prospectus. We may offer and sell these securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names, and any applicable purchase price, fee, commission or discount arrangement with, between or among them, will be set forth, or will be calculable from the information set forth, in an accompanying prospectus supplement. For more detailed information, see “Plan of Distribution” in this prospectus. No securities may be sold without delivery of an accompanying prospectus supplement describing the method and terms of the offering of those securities. Accordingly, we will deliver this prospectus together with an accompanying prospectus supplement setting forth the specific terms of the securities that we are offering. The specific terms may include limitations on direct or beneficial ownership and restrictions on transfer of the securities offered by this prospectus, in each case as may be appropriate to preserve our status as a real estate investment trust for federal income tax purposes, among other purposes. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with the additional information described under the heading “Incorporation of Certain Documents by Reference” before you make your investment decision. Our shares of common stock, par value $0.001 per share, 6.625% Series E Cumulative Redeemable Preferred Stock, par value $0.001 per share, and 6.00% Series G Cumulative Redeemable Preferred Stock, par value $0.001 per share, trade on the Nasdaq Global Select Market under the trading symbols “GOOD,” “GOODN,” and “GOODO,” respectively. Investing in our securities involves substantial risks. See “Risk Factors” on page 7 of this prospectus, and any similar section contained in the applicable prospectus supplement concerning factors you should consider before investing in our securities. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. ABOUT THIS PROSPECTUS 1 FORWARD-LOOKING STATEMENTS 2 PROSPECTUS SUMMARY 4 RISK FACTORS 7 USE OF PROCEEDS 8 DESCRIPTION OF CAPITAL STOCK 9 DESCRIPTION OF DEBT SECURITIES 20 DESCRIPTION OF DEPOSITARY SHARES 27 DESCRIPTION OF SUBSCRIPTION RIGHTS 30 BOOK ENTRY PROCEDURES AND SETTLEMENT 31 CERTAIN PROVISIONS OF MARYLAND LAW AND OF OUR CHARTER AND BYLAWS 32 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS 38 PLAN OF DISTRIBUTION 62 LEGAL MATTERS 66 EXPERTS 66 WHERE YOU CAN FIND MORE INFORMATION 66 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 67 This prospectus is part of a registration statement on Form S-3 that we filed with the SEC, using a “shelf” registration process for the delayed offering and sale of securities pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). Under this shelf registration statement, we may, over time, sell any combination of the securities described in this prospectus in one or more offerings. Under the shelf registration process, we may, over time, sell any combination of the securities described in this prospectus in one or more offerings up to a total dollar amount of $1.3 billion, as described in this prospectus. This prospectus only provides you with a general description of the securities that we may offer. As allowed by SEC rules, this prospectus does not contain all of the information that you can find in the registration statement or the exhibits thereto. For further information, we refer you to the registration statement, including any amendments thereto, including its exhibits. We will not use this prospectus to offer and sell securities unless it is accompanied by a prospectus supplement that more fully describes the securities being offered and the terms of such offering. Any accompanying prospectus supplement or free writing prospectus may also update, amend or supersede other information contained in this prospectus. Before purchasing any securities, you should carefully read this prospectus, any accompanying prospectus supplement and any free writing prospectus together with the information incorporated or deemed to be incorporated by reference herein as described under the heading “Where You Can Find More Information” below.
Appears in 1 contract
Sources: Open Market Sale Agreement
EXPERTS. The financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in the Report of Management on Internal Control over Financial Reporting) incorporated in this prospectus supplement by reference to the Annual Report on Form 10-K for the year ended December 31, 2023 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. SEC rules allow us to “incorporate by reference” the We are a public company and file annual, quarterly and current reports, proxy statements and other information we file with the SEC, which means that we can disclose important information to you by referring you to those documents filed separately with the SEC. The information incorporated by reference in this prospectus supplement and the accompanying prospectus is considered to be part of this prospectus supplement and the accompanying prospectus, and the information we file subsequently with the Our SEC prior filings are also available to the completion of this offering will automatically update and supersede such information. We previously filed the following documents with the SEC and such filings are incorporated by reference into this prospectus supplement and the accompanying prospectus: • Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed February 21, 2024 (including portions of ourDefinitive Proxy Statement for the 2024 Annual Meeting of Stockholders incorporated therein by reference); and • The description of our common stock, which is filed as Exhibit 4.7 to our Annual Report on Form10-K for the fiscal year ended December 31, 2023, which updates the description contained in our Registration Statement on Form 8-A, filed August 12, 2003, as updated through subsequently filed reports. We also incorporate by reference into this prospectus supplement additional documents that we may file with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, from the date of this prospectus supplement until all of the securities offered by this prospectus supplement have been sold or the offering of these securities is otherwise terminated, provided, however, that information “furnished” under Item 2.02 or Item 7.01 of Form 8-K or other information “furnished” to the SEC which is not deemed filed is not incorporated by reference in this prospectus supplement and in the accompanying prospectus. Information that we subsequently file with the SEC as aforesaid will automatically update and may supersede information in this prospectus supplement and the accompanying prospectus and information that we previously filed with the SEC. You may obtain copies of any of these filings from us as described below, through public at the SEC’s website as described above. Documents incorporated by reference are available without charge, excluding all exhibits unless an exhibit has been specifically incorporated by reference into this prospectus supplement, by writing or calling our Investor Relations Department at the following address and telephone number: Investor Relations Gladstone Commercial Corporation ▇▇▇▇ .▇▇▇.▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ Copies . We also make available free of charge through our annual report website our Annual Reports on Form 10-K, quarterly reports Quarterly Reports on Form 10-Q, current reports Current Reports on Form 8-K, proxy statements K and amendments, if any, amendments to those reports filed or furnished with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge through as well as our definitive proxy statement and Section 16 reports on Forms 3, 4 and 5. Our website at address is ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. A request for any of these reports may also be submitted to us by sending a written request addressed to Investor RelationsHowever, Gladstone Commercial Corporation, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, VA 22102, or by calling our toll-free investor relations line at ▇-▇▇▇-▇▇▇-▇▇▇▇. The the information located on, or accessible from, our website is not, and shall not be deemed to be, except as described below, a part of this prospectus supplement or the any accompanying prospectus supplement or incorporated into any other filings that we make with the SEC. The SEC also maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at ▇▇▇.▇▇▇.▇▇▇. We have filed with the SEC a “shelf” registration statement on Form S-3 under the Securities Act relating to the securities that may be offered by the accompanying prospectus. Such prospectus is a part of that registration statement, but does not contain all of the information in the registration statement. We have omitted parts of the registration statement in accordance with the rules and regulations of the SEC. For more detail about us and any securities that may be offered by such prospectus, you may examine the registration statement on Form S-3 and the exhibits filed with it at the locations listed in the previous paragraph. We may offer and sell, from time to time, one or more series or classes of common stock, preferred stock, debt securities, depositary shares and subscription rights (collectively, the “securities”). We may offer these securities with an aggregate initial public offering price of up to $1.3 billion, or its equivalent in a foreign currency based upon the exchange rate at the time of sale, in amounts, at initial prices and on terms determined at the time of the offering. We may offer these securities separately or together, in separate series or classes and in amounts, at prices and on terms described in one or more supplements to this prospectus. We may offer and sell these securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names, and any applicable purchase price, fee, commission or discount arrangement with, between or among them, will be set forth, or will be calculable from the information set forth, in an accompanying prospectus supplement. For more detailed information, see “Plan of Distribution” in this prospectus. No securities may be sold without delivery of an accompanying prospectus supplement describing the method and terms of the offering of those securities. Accordingly, we will deliver this prospectus together with an accompanying prospectus supplement setting forth the specific terms of the securities that we are offering. The specific terms may include limitations on direct or beneficial ownership and restrictions on transfer of the securities offered by this prospectus, in each case as may be appropriate to preserve our status as a real estate investment trust for federal income tax purposes, among other purposes. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with the additional information described under the heading “Incorporation of Certain Documents by Reference” before you make your investment decision. Our shares of common stock, par value $0.001 per share, 6.625% Series E Cumulative Redeemable Preferred Stock, par value $0.001 per share, and 6.00% Series G Cumulative Redeemable Preferred Stock, par value $0.001 per share, trade on the Nasdaq Global Select Market under the trading symbols “GOOD,” “GOODN,” and “GOODO,” respectively. Investing in our securities involves substantial risks. See “Risk Factors” on page 7 of this prospectus, and any similar section contained in the applicable prospectus supplement concerning factors you should consider before investing in our securities. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. ABOUT THIS PROSPECTUS 1 FORWARD-LOOKING STATEMENTS 2 PROSPECTUS SUMMARY 4 RISK FACTORS 7 USE OF PROCEEDS 8 DESCRIPTION OF CAPITAL STOCK 9 DESCRIPTION OF DEBT SECURITIES 20 DESCRIPTION OF DEPOSITARY SHARES 27 DESCRIPTION OF SUBSCRIPTION RIGHTS 30 BOOK ENTRY PROCEDURES AND SETTLEMENT 31 CERTAIN PROVISIONS OF MARYLAND LAW AND OF OUR CHARTER AND BYLAWS 32 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS 38 PLAN OF DISTRIBUTION 62 LEGAL MATTERS 66 EXPERTS 66 WHERE YOU CAN FIND MORE INFORMATION 66 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 67 This prospectus is comprises only part of a registration statement on Form S-3 that we have filed with the SEC, using a “shelf” registration process for the delayed offering and sale of securities pursuant to Rule 415 SEC under the Securities Act of 1933and, as amended (the “Securities Act”). Under this shelf registration statementtherefore, we may, over time, sell any combination of the securities described in this prospectus in one or more offerings. Under the shelf registration process, we may, over time, sell any combination of the securities described in this prospectus in one or more offerings up to a total dollar amount of $1.3 billion, as described in this prospectus. This prospectus only provides you with a general description of the securities that we may offer. As allowed by SEC rules, this prospectus does not contain all omits some of the information that you can find contained in the registration statement. We have also filed exhibits and schedules to the registration statement which are excluded from this prospectus, and you should refer to the applicable exhibit or the exhibits theretoschedule for a complete description of any statement referring to any contract or other document. For further information, we refer you to You may inspect or obtain a copy of the registration statement, including any amendments theretothe exhibits and schedules, including its exhibits. We will not use this prospectus to offer and sell securities unless it is accompanied by a prospectus supplement that more fully describes the securities being offered and the terms of such offering. Any accompanying prospectus supplement or free writing prospectus may also update, amend or supersede other information contained in this prospectus. Before purchasing any securities, you should carefully read this prospectus, any accompanying prospectus supplement and any free writing prospectus together with the information incorporated or deemed to be incorporated by reference herein as described under in the heading “Where You Can Find More Information” belowprevious paragraph.
Appears in 1 contract
EXPERTS. The financial statements of Luminar Technologies, Inc. as of and management’s assessment of for the effectiveness of internal control over financial reporting (which is included in the Report of Management on Internal Control over Financial Reporting) years ended December 31, 2020 and 2019 incorporated by reference in this prospectus supplement by reference to the Luminar Technologies, Inc.’s Annual Report on Form 10-–K for the year ended December 31, 2023 2020 have been so incorporated in reliance on the report of PricewaterhouseCoopers audited by Deloitte & Touche LLP, an independent registered public accounting firm, given on the authority of said firm as experts stated in auditing and accountingtheir report. SEC rules allow us to “incorporate by reference” the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents filed separately with the SEC. The information Such financial statements are incorporated by reference in this prospectus supplement reliance upon the report of such firm given their authority as experts in accounting and the accompanying auditing. This prospectus is considered to be part of this prospectus supplement and the accompanying prospectus, and the information a registration statement we file subsequently with the SEC prior to the completion of this offering will automatically update and supersede such information. We previously filed the following documents with the SEC and such filings are incorporated by reference into this prospectus supplement and the accompanying prospectus: • Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed February 21, 2024 (including portions of ourDefinitive Proxy Statement for the 2024 Annual Meeting of Stockholders incorporated therein by reference); and • The description of our common stock, which is filed as Exhibit 4.7 to our Annual Report on Form10-K for the fiscal year ended December 31, 2023, which updates the description contained in our Registration Statement on Form 8-A, filed August 12, 2003, as updated through subsequently filed reports. We also incorporate by reference into this prospectus supplement additional documents that we may file with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, from the date of this prospectus supplement until all of the securities offered by this prospectus supplement have been sold or the offering of these securities is otherwise terminated, provided, however, that information “furnished” under Item 2.02 or Item 7.01 of Form 8-K or other information “furnished” to the SEC which is not deemed filed is not incorporated by reference in this prospectus supplement and in the accompanying prospectus. Information that we subsequently file with the SEC as aforesaid will automatically update and may supersede information in this prospectus supplement and the accompanying prospectus and information that we previously filed with the SEC. You may obtain copies This prospectus, which constitutes part of the registration statement, does not contain all of the information set forth in the registration statement and the exhibits and schedules thereto. For further information with respect to the Company and its securities, reference is made to the registration statement and the exhibits and any schedules filed therewith. Statements contained in this prospectus as to the contents of any contract or any other document referred to are not necessarily complete, and in each instance, we refer you to the copy of the contract or other document filed as an exhibit to the registration statement. Each of these filings from us as described belowstatements is qualified in all respects by this reference. You can read our SEC filings, through including the registration statement, over the Internet at the SEC’s website as described above. Documents incorporated by reference are available without charge, excluding all exhibits unless an exhibit has been specifically incorporated by reference into this prospectus supplement, by writing or calling our Investor Relations Department at the following address and telephone number: Investor Relations Gladstone Commercial Corporation ▇▇▇▇ .▇▇▇.▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ Copies . We are subject to the information reporting requirements of our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-Kthe Exchange Act and we are required to file reports, proxy statements and amendments, if any, to those reports filed or furnished other information with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act SEC. These reports, proxy statements, and other information are available free of charge through our for inspection and copying at the SEC’s website referred to above. We also maintain a website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. A request for any , at which you may access these materials free of these reports may also be submitted to us by sending a written request addressed to Investor Relations, Gladstone Commercial Corporation, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, VA 22102charge as soon as reasonably practicable after they are electronically filed with, or by calling our toll-free investor relations line at ▇-▇▇▇-▇▇▇-▇▇▇▇furnished to, the SEC. The information located on, Information contained on or accessible from, through our website is not, and shall not be deemed to be, except as described below, a part of this prospectus supplement or the accompanying prospectus or incorporated into any other filings that we make with the SEC. The SEC also maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at ▇▇▇.▇▇▇.▇▇▇. We have filed with the SEC a “shelf” registration statement on Form S-3 under the Securities Act relating to the securities that may be offered by the accompanying prospectus. Such prospectus is a part of that registration statement, but does not contain all of the information in the registration statement. We have omitted parts of the registration statement in accordance with the rules and regulations of the SEC. For more detail about us and any securities that may be offered by such prospectus, you may examine the registration statement on Form S-3 and the exhibits filed with it at the locations listed in the previous paragraph. We may offer and sell, from time to time, one or more series or classes of common stock, preferred stock, debt securities, depositary shares and subscription rights (collectively, the “securities”). We may offer these securities with an aggregate initial public offering price of up to $1.3 billion, or its equivalent in a foreign currency based upon the exchange rate at the time of sale, in amounts, at initial prices and on terms determined at the time of the offering. We may offer these securities separately or together, in separate series or classes and in amounts, at prices and on terms described in one or more supplements to this prospectus. We may offer and sell these securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names, and any applicable purchase price, fee, commission or discount arrangement with, between or among them, will be set forth, or will be calculable from the information set forth, in an accompanying prospectus supplement. For more detailed information, see “Plan of Distribution” in this prospectus. No securities may be sold without delivery of an accompanying prospectus supplement describing the method and terms of the offering of those securities. Accordingly, we will deliver this prospectus together with an accompanying prospectus supplement setting forth the specific terms of the securities that we are offering. The specific terms may include limitations on direct or beneficial ownership and restrictions on transfer of the securities offered by this prospectus, in each case as may be appropriate to preserve our status as a real estate investment trust for federal income tax purposes, among other purposes. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with the additional information described under the heading “Incorporation of Certain Documents by Reference” before you make your investment decision. Our shares of common stock, par value $0.001 per share, 6.625% Series E Cumulative Redeemable Preferred Stock, par value $0.001 per share, and 6.00% Series G Cumulative Redeemable Preferred Stock, par value $0.001 per share, trade on the Nasdaq Global Select Market under the trading symbols “GOOD,” “GOODN,” and “GOODO,” respectively. Investing in our securities involves substantial risks. See “Risk Factors” on page 7 of this prospectus, and any similar section contained the inclusion of our website address in the applicable prospectus supplement concerning factors you should consider before investing in our securities. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. ABOUT THIS PROSPECTUS 1 FORWARD-LOOKING STATEMENTS 2 PROSPECTUS SUMMARY 4 RISK FACTORS 7 USE OF PROCEEDS 8 DESCRIPTION OF CAPITAL STOCK 9 DESCRIPTION OF DEBT SECURITIES 20 DESCRIPTION OF DEPOSITARY SHARES 27 DESCRIPTION OF SUBSCRIPTION RIGHTS 30 BOOK ENTRY PROCEDURES AND SETTLEMENT 31 CERTAIN PROVISIONS OF MARYLAND LAW AND OF OUR CHARTER AND BYLAWS 32 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS 38 PLAN OF DISTRIBUTION 62 LEGAL MATTERS 66 EXPERTS 66 WHERE YOU CAN FIND MORE INFORMATION 66 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 67 This prospectus is part of a registration statement on Form S-3 that we filed with the SEC, using a “shelf” registration process for the delayed offering and sale of securities pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). Under this shelf registration statement, we may, over time, sell any combination of the securities described in this prospectus in one or more offerings. Under the shelf registration process, we may, over time, sell any combination of the securities described in this prospectus in one or more offerings up to a total dollar amount of $1.3 billion, as described in this prospectus. This prospectus only provides you with a general description of the securities that we may offer. As allowed by SEC rules, this prospectus does not contain all of the information that you can find in the registration statement or the exhibits thereto. For further information, we refer you to the registration statement, including any amendments thereto, including its exhibits. We will not use this prospectus to offer and sell securities unless it is accompanied by a prospectus supplement that more fully describes the securities being offered and the terms of such offering. Any accompanying prospectus supplement or free writing prospectus may also update, amend or supersede other information contained in this prospectus. Before purchasing any securities, you should carefully read this prospectus, any accompanying prospectus supplement and any free writing prospectus together with the information incorporated or deemed to be incorporated by an inactive textual reference herein as described under the heading “Where You Can Find More Information” belowonly.
Appears in 1 contract
Sources: Financing Agreement
EXPERTS. The financial statements and management’s assessment consolidated balance sheets of the effectiveness of internal control over financial reporting (which is included in the Report of Management on Internal Control over Financial Reporting) incorporated in this prospectus supplement by reference to the Annual Report on Form 10-K for the year ended December 31, 2023 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. SEC rules allow us to “incorporate by reference” the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents filed separately with the SEC. The information incorporated by reference in this prospectus supplement and the accompanying prospectus is considered to be part of this prospectus supplement and the accompanying prospectus, and the information we file subsequently with the SEC prior to the completion of this offering will automatically update and supersede such information. We previously filed the following documents with the SEC and such filings are incorporated by reference into this prospectus supplement and the accompanying prospectus: • Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed February 21, 2024 (including portions of ourDefinitive Proxy Statement for the 2024 Annual Meeting of Stockholders incorporated therein by reference); and • The description of our common stock, which is filed as Exhibit 4.7 to our Annual Report on Form10-K for the fiscal year ended December 31, 2023, which updates the description contained in our Registration Statement on Form 8-A, filed August 12, 2003, as updated through subsequently filed reports. We also incorporate by reference into this prospectus supplement additional documents that we may file with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, from the date of this prospectus supplement until all of the securities offered by this prospectus supplement have been sold or the offering of these securities is otherwise terminated, provided, however, that information “furnished” under Item 2.02 or Item 7.01 of Form 8-K or other information “furnished” to the SEC which is not deemed filed is not incorporated by reference in this prospectus supplement and in the accompanying prospectus. Information that we subsequently file with the SEC as aforesaid will automatically update and may supersede information in this prospectus supplement and the accompanying prospectus and information that we previously filed with the SEC. You may obtain copies of any of these filings from us as described below, through the SEC’s website as described above. Documents incorporated by reference are available without charge, excluding all exhibits unless an exhibit has been specifically incorporated by reference into this prospectus supplement, by writing or calling our Investor Relations Department at the following address and telephone number: Investor Relations Gladstone Commercial Corporation ▇▇▇▇▇▇ Pharmaceuticals Holdings, Inc. and Subsidiaries as of December 31, 2019 and 2018 and the related consolidated statements of operations, stockholders’ equity and cash flows for each of the years then ended, have been audited by ▇▇▇▇▇▇▇▇▇▇▇ LLP, an independent registered public accounting firm, as stated in their reports, which are incorporated herein by reference, which reports (1) express an unqualified opinion on the financial statements, and (2) express an adverse opinion on the effectiveness of internal control over financial reporting. Such consolidated financial statements have been incorporated herein by reference in reliance on the reports of such firm, given upon their authority as experts in auditing and accounting. This prospectus is part of a Registration Statement on Form S-3 that we have filed with the SEC relating to the securities being offered hereby. This prospectus does not contain all of the information in the Registration Statement and its exhibits. The Registration Statement, its exhibits and the documents incorporated by reference in this prospectus and their exhibits, all contain information that is material to the offering of the Securities hereby. Whenever a reference is made in this prospectus to any of our contracts or other documents, the reference may not be complete. You should refer to the exhibits that are a part of the Registration Statement in order to review a copy of the contract or documents. The Registration Statement and the exhibits are available at the SEC’s Public Reference Room or through its Website. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains an Internet site at ▇▇▇▇▇, ://▇▇▇.▇▇ ▇▇.▇▇▇ Copies of our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-Kthat contains reports, proxy statements and amendmentsinformation statements, if anyand other information regarding issuers, to those reports filed or furnished such as us, that file electronically with the SEC. Additionally, you may access our filings with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge through our website at ▇▇▇.▇://▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. A request for any of these reports may also be submitted to us by sending a written request addressed to Investor Relations, Gladstone Commercial Corporation, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, VA 22102, or by calling We have included our toll-free investor relations line at ▇-▇▇▇-▇▇▇-▇▇▇▇. The website address as an inactive textual reference only and our website and the information located contained on, or accessible fromthat can be accessed through, our website is not, and shall will not be deemed to be, except as described below, a part of this prospectus supplement or the accompanying prospectus or be incorporated into any other filings that we make with the SEC. The SEC also maintains a website that contains reports, proxy and information statementsby reference in, and other information regarding issuers that file electronically with the SEC at ▇▇▇.▇▇▇.▇▇▇. We have filed with the SEC a “shelf” registration statement on Form S-3 under the Securities Act relating to the securities that may be offered by the accompanying prospectus. Such prospectus is a are not considered part of that registration statementof, but does not contain all of the information in the registration statement. We have omitted parts of the registration statement in accordance with the rules and regulations of the SEC. For more detail about us and any securities that may be offered by such prospectus, you may examine the registration statement on Form S-3 and the exhibits filed with it at the locations listed in the previous paragraph. We may offer and sell, from time to time, one or more series or classes of common stock, preferred stock, debt securities, depositary shares and subscription rights (collectively, the “securities”). We may offer these securities with an aggregate initial public offering price of up to $1.3 billion, or its equivalent in a foreign currency based upon the exchange rate at the time of sale, in amounts, at initial prices and on terms determined at the time of the offering. We may offer these securities separately or together, in separate series or classes and in amounts, at prices and on terms described in one or more supplements to this prospectus. We may offer and sell these securities to will provide you without charge, upon your oral or through one written request, with an electronic or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis. If any underwriters, dealers or agents are involved in the sale paper copy of any or all reports, proxy statements and other documents we file with the SEC, as well as any or all of the securities, their names, and any applicable purchase price, fee, commission or discount arrangement with, between or among them, will documents incorporated by reference in this prospectus (other than exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents). Requests for such copies should be set forth, or will be calculable from directed to: You should rely only on the information set forth, in an accompanying prospectus supplement. For more detailed information, see “Plan of Distribution” in this prospectus. No securities may be sold without delivery of an accompanying prospectus supplement describing the method and terms of the offering of those securities. Accordingly, we will deliver this prospectus together with an accompanying prospectus supplement setting forth the specific terms of the securities that we are offering. The specific terms may include limitations on direct or beneficial ownership and restrictions on transfer of the securities offered by this prospectus, in each case as may be appropriate to preserve our status as a real estate investment trust for federal income tax purposes, among other purposes. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with the additional information described above and under the heading “Incorporation of Certain Documents Information by Reference” before below. We have not authorized any other person to provide you make your investment decisionwith different information. Our shares of common stockIf anyone provides you with different or inconsistent information, par value $0.001 per share, 6.625% Series E Cumulative Redeemable Preferred Stock, par value $0.001 per share, and 6.00% Series G Cumulative Redeemable Preferred Stock, par value $0.001 per share, trade on the Nasdaq Global Select Market under the trading symbols “GOOD,” “GOODN,” and “GOODO,” respectively. Investing in our securities involves substantial risks. See “Risk Factors” on page 7 of this prospectus, and any similar section contained in the applicable prospectus supplement concerning factors you should consider before investing in our securitiesnot rely upon it. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of We are not making an offer to sell these securities in any jurisdiction where such offer or determined if this prospectus sale is truthful or completenot permitted. Any representation to You should assume that the contrary is a criminal offense. ABOUT THIS PROSPECTUS 1 FORWARD-LOOKING STATEMENTS 2 PROSPECTUS SUMMARY 4 RISK FACTORS 7 USE OF PROCEEDS 8 DESCRIPTION OF CAPITAL STOCK 9 DESCRIPTION OF DEBT SECURITIES 20 DESCRIPTION OF DEPOSITARY SHARES 27 DESCRIPTION OF SUBSCRIPTION RIGHTS 30 BOOK ENTRY PROCEDURES AND SETTLEMENT 31 CERTAIN PROVISIONS OF MARYLAND LAW AND OF OUR CHARTER AND BYLAWS 32 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS 38 PLAN OF DISTRIBUTION 62 LEGAL MATTERS 66 EXPERTS 66 WHERE YOU CAN FIND MORE INFORMATION 66 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 67 This prospectus is part of a registration statement on Form S-3 that we filed with the SEC, using a “shelf” registration process for the delayed offering and sale of securities pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). Under this shelf registration statement, we may, over time, sell any combination of the securities described information in this prospectus in one or more offerings. Under was accurate on the shelf registration process, we may, over time, sell any combination date of the securities described in front cover of this prospectus in one or more offerings up to a total dollar amount only. Our business, financial condition, results of $1.3 billion, as described in this prospectus. This prospectus only provides you with a general description of the securities operations and prospects may have changed since that we may offer. As allowed by SEC rules, this prospectus does not contain all of the information that you can find in the registration statement or the exhibits thereto. For further information, we refer you to the registration statement, including any amendments thereto, including its exhibits. We will not use this prospectus to offer and sell securities unless it is accompanied by a prospectus supplement that more fully describes the securities being offered and the terms of such offering. Any accompanying prospectus supplement or free writing prospectus may also update, amend or supersede other information contained in this prospectus. Before purchasing any securities, you should carefully read this prospectus, any accompanying prospectus supplement and any free writing prospectus together with the information incorporated or deemed to be incorporated by reference herein as described under the heading “Where You Can Find More Information” belowdate.
Appears in 1 contract
Sources: Open Market Sale Agreement
EXPERTS. The consolidated financial statements of Monopar Therapeutics Inc. as of December 31, 2021 and management’s assessment 2020, and for each of the effectiveness of internal control over financial reporting (which is included two years in the Report of Management on Internal Control over Financial Reporting) period ended December 31, 2021, incorporated in this prospectus supplement Prospectus by reference to the its Annual Report on Form 10-K for the year ended December 31, 2023 2021, have been so incorporated in reliance on the report of PricewaterhouseCoopers BPM LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. We have filed with the SEC rules allow us a shelf registration statement on Form S-3 under the Securities Act with respect to “incorporate the Common Stock we are offering by reference” this ATM Prospectus. This ATM Prospectus does not contain all of the information included in the registration statement. For further information pertaining to us and our Common Stock, you should refer to the registration statement and to its exhibits. Whenever we file with the SEC, which means that we can disclose important information to you by referring you to those documents filed separately with the SEC. The information incorporated by make reference in this prospectus supplement and ATM Prospectus to any of our contracts, agreements or other documents, the accompanying prospectus is considered to be part of this prospectus supplement and the accompanying prospectusreferences are not necessarily complete, and the information we file subsequently with the SEC prior you should refer to the completion exhibits attached to the registration statement for copies of this offering will automatically update and supersede such informationthe actual contract, agreement or other document. We previously filed the following documents with the SEC file annual, quarterly and such filings are incorporated by reference into this prospectus supplement current reports, information statements and the accompanying prospectus: • Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed February 21, 2024 (including portions of ourDefinitive Proxy Statement for the 2024 Annual Meeting of Stockholders incorporated therein by reference); proxy statements and • The description of our common stock, which is filed as Exhibit 4.7 to our Annual Report on Form10-K for the fiscal year ended December 31, 2023, which updates the description contained in our Registration Statement on Form 8-A, filed August 12, 2003, as updated through subsequently filed reports. We also incorporate by reference into this prospectus supplement additional documents that we may file with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, from the date of this prospectus supplement until all of the securities offered by this prospectus supplement have been sold or the offering of these securities is otherwise terminated, provided, however, that information “furnished” under Item 2.02 or Item 7.01 of Form 8-K or other information “furnished” to the SEC which is not deemed filed is not incorporated by reference in this prospectus supplement and in the accompanying prospectus. Information that we subsequently file with the SEC as aforesaid will automatically update and may supersede information in this prospectus supplement and the accompanying prospectus and information that we previously filed with the SEC. You may obtain copies of any of these filings from us as described belowcan read our SEC filings, through including the registration statement, at the SEC’s website as described aboveat ▇▇▇.▇▇▇.▇▇▇. Documents incorporated by You may also read and copy any document we file with the SEC at its public reference are available without chargefacility at ▇▇▇ ▇ ▇▇▇▇▇▇, excluding all exhibits unless an exhibit has been specifically incorporated by reference into this prospectus supplement▇.▇., by writing or calling our Investor Relations Department at the following address and telephone number: Investor Relations Gladstone Commercial Corporation ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ Copies of our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and amendments, if any, to those reports filed or furnished with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge through our website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. We also maintain a website at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇. A request for any You may access, free of these charge, our annual reports on Form 10-K, quarterly reports on Form 10- Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. The information contained on, or that can be accessed through, our website is not a part of, and should not be construed as being incorporated by reference into, this ATM Prospectus You may also be submitted obtain copies of the documents at prescribed rates by writing to us by sending a written request addressed to Investor Relations, Gladstone Commercial Corporation, the Public Reference Section of the SEC at ▇▇▇ ▇ ▇▇▇▇ ▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇ ▇, ▇.▇. ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, VA 22102, or by calling our toll-free investor relations line . Please call the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇. The ▇ for further information located on, or accessible from, our website is not, and shall not be deemed to be, except as described below, a part of this prospectus supplement or on the accompanying prospectus or incorporated into any other filings that we make with the SEC. The SEC also maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at ▇▇▇.▇▇▇.▇▇▇. We have filed with the SEC a “shelf” registration statement on Form S-3 under the Securities Act relating to the securities that may be offered by the accompanying prospectus. Such prospectus is a part of that registration statement, but does not contain all operation of the information in the registration statement. We have omitted parts of the registration statement in accordance with the rules and regulations of the SEC. For more detail about us and any securities that may be offered by such prospectus, you may examine the registration statement on Form S-3 and the exhibits filed with it at the locations listed in the previous paragraph. We may offer and sell, from time to time, one or more series or classes of common stock, preferred stock, debt securities, depositary shares and subscription rights (collectively, the “securities”). We may offer these securities with an aggregate initial public offering price of up to $1.3 billion, or its equivalent in a foreign currency based upon the exchange rate at the time of sale, in amounts, at initial prices and on terms determined at the time of the offering. We may offer these securities separately or together, in separate series or classes and in amounts, at prices and on terms described in one or more supplements to this prospectus. We may offer and sell these securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names, and any applicable purchase price, fee, commission or discount arrangement with, between or among them, will be set forth, or will be calculable from the information set forth, in an accompanying prospectus supplement. For more detailed information, see “Plan of Distribution” in this prospectus. No securities may be sold without delivery of an accompanying prospectus supplement describing the method and terms of the offering of those securities. Accordingly, we will deliver this prospectus together with an accompanying prospectus supplement setting forth the specific terms of the securities that we are offering. The specific terms may include limitations on direct or beneficial ownership and restrictions on transfer of the securities offered by this prospectus, in each case as may be appropriate to preserve our status as a real estate investment trust for federal income tax purposes, among other purposes. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with the additional information described under the heading “Incorporation of Certain Documents by Reference” before you make your investment decision. Our shares of common stock, par value $0.001 per share, 6.625% Series E Cumulative Redeemable Preferred Stock, par value $0.001 per share, and 6.00% Series G Cumulative Redeemable Preferred Stock, par value $0.001 per share, trade on the Nasdaq Global Select Market under the trading symbols “GOOD,” “GOODN,” and “GOODO,” respectively. Investing in our securities involves substantial risks. See “Risk Factors” on page 7 of this prospectus, and any similar section contained in the applicable prospectus supplement concerning factors you should consider before investing in our securities. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. ABOUT THIS PROSPECTUS 1 FORWARD-LOOKING STATEMENTS 2 PROSPECTUS SUMMARY 4 RISK FACTORS 7 USE OF PROCEEDS 8 DESCRIPTION OF CAPITAL STOCK 9 DESCRIPTION OF DEBT SECURITIES 20 DESCRIPTION OF DEPOSITARY SHARES 27 DESCRIPTION OF SUBSCRIPTION RIGHTS 30 BOOK ENTRY PROCEDURES AND SETTLEMENT 31 CERTAIN PROVISIONS OF MARYLAND LAW AND OF OUR CHARTER AND BYLAWS 32 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS 38 PLAN OF DISTRIBUTION 62 LEGAL MATTERS 66 EXPERTS 66 WHERE YOU CAN FIND MORE INFORMATION 66 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 67 This prospectus is part of a registration statement on Form S-3 that we filed with the SEC, using a “shelf” registration process for the delayed offering and sale of securities pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). Under this shelf registration statement, we may, over time, sell any combination of the securities described in this prospectus in one or more offerings. Under the shelf registration process, we may, over time, sell any combination of the securities described in this prospectus in one or more offerings up to a total dollar amount of $1.3 billion, as described in this prospectus. This prospectus only provides you with a general description of the securities that we may offer. As allowed by SEC rules, this prospectus does not contain all of the information that you can find in the registration statement or the exhibits thereto. For further information, we refer you to the registration statement, including any amendments thereto, including its exhibits. We will not use this prospectus to offer and sell securities unless it is accompanied by a prospectus supplement that more fully describes the securities being offered and the terms of such offering. Any accompanying prospectus supplement or free writing prospectus may also update, amend or supersede other information contained in this prospectus. Before purchasing any securities, you should carefully read this prospectus, any accompanying prospectus supplement and any free writing prospectus together with the information incorporated or deemed to be incorporated by reference herein as described under the heading “Where You Can Find More Information” belowfacilities.
Appears in 1 contract
Sources: Sales Agreement
EXPERTS. The financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in the Report of Management on Internal Control over Financial Reporting) incorporated in by reference into this prospectus supplement by reference to the Annual Report on Form 10-K for the year ended December 31, 2023 have been so incorporated included in reliance on the report of PricewaterhouseCoopers ▇▇▇▇▇▇ LLP, related to the consolidated financial statements for the years ended June 30, 2019 and 2018, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. SEC rules allow us to “incorporate by reference” We filed with the Commission a registration statement under the Securities Act for the common stock in this offering. This prospectus does not contain all of the information we file in the registration statement and the exhibits and schedule that were filed with the SEC, which means that we can disclose important registration statement. For further information with respect to you by referring you to those documents filed separately with the SEC. The information incorporated by reference in this prospectus supplement us and the accompanying prospectus is considered to be part of this prospectus supplement and the accompanying prospectus, and the information we file subsequently with the SEC prior to the completion of this offering will automatically update and supersede such information. We previously filed the following documents with the SEC and such filings are incorporated by reference into this prospectus supplement and the accompanying prospectus: • Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed February 21, 2024 (including portions of ourDefinitive Proxy Statement for the 2024 Annual Meeting of Stockholders incorporated therein by reference); and • The description of our common stock, which we refer you to the registration statement and the exhibits that were filed with the registration statement. Statements contained in this prospectus about the contents of any contract or any other document that is filed as Exhibit 4.7 an exhibit to our Annual Report on Form10-K for the fiscal year ended December 31registration statement are not necessarily complete, 2023, which updates and we refer you to the description contained in our Registration Statement on Form 8-A, full text of the contract or other document filed August 12, 2003, as updated through subsequently filed reportsan exhibit to the registration statement. We also incorporate by reference into this prospectus supplement additional documents that we may file with the SEC under Section 13(a)annual, 13(c)quarterly, 14 or 15(d) of the Exchange Act, from the date of this prospectus supplement until all of the securities offered by this prospectus supplement have been sold or the offering of these securities is otherwise terminated, provided, however, that information “furnished” under Item 2.02 or Item 7.01 of Form 8-K or other information “furnished” to the SEC which is not deemed filed is not incorporated by reference in this prospectus supplement and in the accompanying prospectus. Information that we subsequently file with the SEC as aforesaid will automatically update and may supersede information in this prospectus supplement and the accompanying prospectus and information that we previously filed with the SEC. You may obtain copies of any of these filings from us as described below, through the SEC’s website as described above. Documents incorporated by reference are available without charge, excluding all exhibits unless an exhibit has been specifically incorporated by reference into this prospectus supplement, by writing or calling our Investor Relations Department at the following address and telephone number: Investor Relations Gladstone Commercial Corporation ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ Copies of our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and amendments, if any, to those reports filed or furnished with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge through our website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. A request for any of these reports may also be submitted to us by sending a written request addressed to Investor Relations, Gladstone Commercial Corporation, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, VA 22102, or by calling our toll-free investor relations line at ▇-▇▇▇-▇▇▇-▇▇▇▇. The information located on, or accessible from, our website is not, and shall not be deemed to be, except as described below, a part of this prospectus supplement or the accompanying prospectus or incorporated into any other filings that we make with the SEC. The SEC also maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC Commission. Our filings with the Commission are available to the public on the Commission’s website at ▇▇▇.▇▇▇.▇▇▇. We have filed Those filings are also available to the public on our corporate website ▇▇▇▇▇.▇▇▇▇▇▇▇.▇▇▇. The information we file with the SEC a “shelf” Commission or contained on, or linked to through, our corporate website or any other website that we may maintain is not part of this prospectus or the registration statement on Form S-3 under the Securities Act relating to the securities that may be offered by the accompanying prospectus. Such of which this prospectus is a part of that registration statementpart. You may also read and copy, but does not contain all of at the information in Commission’s prescribed rates, any document we file with the registration statement. We have omitted parts of Commission, including the registration statement in accordance with the rules (and regulations its exhibits) of the SEC. For more detail about us and any securities that may be offered by such prospectus, you may examine the registration statement on Form S-3 and the exhibits filed with it at the locations listed in the previous paragraph. We may offer and sell, from time to time, one or more series or classes of common stock, preferred stock, debt securities, depositary shares and subscription rights (collectively, the “securities”). We may offer these securities with an aggregate initial public offering price of up to $1.3 billion, or its equivalent in a foreign currency based upon the exchange rate at the time of sale, in amounts, at initial prices and on terms determined at the time of the offering. We may offer these securities separately or together, in separate series or classes and in amounts, at prices and on terms described in one or more supplements to this prospectus. We may offer and sell these securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names, and any applicable purchase price, fee, commission or discount arrangement with, between or among them, will be set forth, or will be calculable from the information set forth, in an accompanying prospectus supplement. For more detailed information, see “Plan of Distribution” in this prospectus. No securities may be sold without delivery of an accompanying prospectus supplement describing the method and terms of the offering of those securities. Accordingly, we will deliver this prospectus together with an accompanying prospectus supplement setting forth the specific terms of the securities that we are offering. The specific terms may include limitations on direct or beneficial ownership and restrictions on transfer of the securities offered by this prospectus, in each case as may be appropriate to preserve our status as a real estate investment trust for federal income tax purposes, among other purposes. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with the additional information described under the heading “Incorporation of Certain Documents by Reference” before you make your investment decision. Our shares of common stock, par value $0.001 per share, 6.625% Series E Cumulative Redeemable Preferred Stock, par value $0.001 per share, and 6.00% Series G Cumulative Redeemable Preferred Stock, par value $0.001 per share, trade on the Nasdaq Global Select Market under the trading symbols “GOOD,” “GOODN,” and “GOODO,” respectively. Investing in our securities involves substantial risks. See “Risk Factors” on page 7 of this prospectus, and any similar section contained in the applicable prospectus supplement concerning factors you should consider before investing in our securities. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if which this prospectus is truthful or completea part, at the Commission’s Public Reference Room located at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. Any representation ▇▇▇▇▇. You can call the Commission at 1-800- SEC-0330 to obtain information on the contrary is a criminal offense. ABOUT THIS PROSPECTUS 1 FORWARD-LOOKING STATEMENTS 2 PROSPECTUS SUMMARY 4 RISK FACTORS 7 USE OF PROCEEDS 8 DESCRIPTION OF CAPITAL STOCK 9 DESCRIPTION OF DEBT SECURITIES 20 DESCRIPTION OF DEPOSITARY SHARES 27 DESCRIPTION OF SUBSCRIPTION RIGHTS 30 BOOK ENTRY PROCEDURES AND SETTLEMENT 31 CERTAIN PROVISIONS OF MARYLAND LAW AND OF OUR CHARTER AND BYLAWS 32 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS 38 PLAN OF DISTRIBUTION 62 LEGAL MATTERS 66 EXPERTS 66 WHERE YOU CAN FIND MORE INFORMATION 66 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 67 This prospectus is part of a registration statement on Form S-3 that we filed with the SEC, using a “shelf” registration process for the delayed offering and sale of securities pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). Under this shelf registration statement, we may, over time, sell any combination operation of the securities described in this prospectus in one or more offerings. Under the shelf registration process, we may, over time, sell any combination of the securities described in this prospectus in one or more offerings up to a total dollar amount of $1.3 billion, as described in this prospectus. This prospectus only provides you with a general description of the securities that we may offer. As allowed by SEC rules, this prospectus does not contain all of the information that you can find in the registration statement or the exhibits thereto. For further information, we refer you to the registration statement, including any amendments thereto, including its exhibits. We will not use this prospectus to offer and sell securities unless it is accompanied by a prospectus supplement that more fully describes the securities being offered and the terms of such offering. Any accompanying prospectus supplement or free writing prospectus may also update, amend or supersede other information contained in this prospectus. Before purchasing any securities, you should carefully read this prospectus, any accompanying prospectus supplement and any free writing prospectus together with the information incorporated or deemed to be incorporated by reference herein as described under the heading “Where You Can Find More Information” belowPublic Reference Room.
Appears in 1 contract
Sources: Sales Agreement
EXPERTS. The consolidated financial statements as of March 31, 2021 and management’s assessment of 2020, and for the effectiveness of internal control over financial reporting (which is included years then ended incorporated by reference in this Prospectus and in the Report of Management on Internal Control over Financial Reporting) incorporated in this prospectus supplement by reference to the Annual Report on Form 10-K for the year ended December 31, 2023 Registration Statement have been so incorporated in reliance on the report of PricewaterhouseCoopers BDO USA, LLP, an independent registered public accounting firm, incorporated herein by reference, given on the authority of said firm as experts in auditing and accounting. SEC rules allow us The report on the consolidated financial statements contains an explanatory paragraph regarding the Company’s ability to “incorporate by reference” the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents filed separately with the SECcontinue as a going concern. The information incorporated by reference in this prospectus supplement and the accompanying prospectus is considered to be part of this prospectus supplement and the accompanying prospectus, and the information we file subsequently with the SEC prior We are subject to the completion of this offering will automatically update and supersede such information. We previously filed the following documents with the SEC and such filings are incorporated by reference into this prospectus supplement and the accompanying prospectus: • Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed February 21, 2024 (including portions of ourDefinitive Proxy Statement for the 2024 Annual Meeting of Stockholders incorporated therein by reference); and • The description of our common stock, which is filed as Exhibit 4.7 to our Annual Report on Form10-K for the fiscal year ended December 31, 2023, which updates the description contained in our Registration Statement on Form 8-A, filed August 12, 2003, as updated through subsequently filed reports. We also incorporate by reference into this prospectus supplement additional documents that we may file with the SEC under Section 13(a), 13(c), 14 or 15(d) reporting requirements of the Exchange Act, from the date of this prospectus supplement until all of the securities offered by this prospectus supplement have been sold or the offering of these securities is otherwise terminatedand file annual, providedquarterly and current reports, however, that information “furnished” under Item 2.02 or Item 7.01 of Form 8-K or proxy statements and other information “furnished” to the SEC which is not deemed filed is not incorporated by reference in this prospectus supplement and in the accompanying prospectus. Information that we subsequently file with the SEC as aforesaid will automatically update and may supersede information in this prospectus supplement and the accompanying prospectus and information that we previously filed with the SEC. You may obtain copies of any of read and copy these filings from us as described belowreports, through proxy statements and other information at the SEC’s website as described above. Documents incorporated by public reference are available without chargefacilities at ▇▇▇ ▇ ▇▇▇▇▇▇, excluding all exhibits unless an exhibit has been specifically incorporated by reference into this prospectus supplement▇.▇., by writing or calling our Investor Relations Department at the following address and telephone number: Investor Relations Gladstone Commercial Corporation ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇, ▇.▇. ▇▇▇▇▇, . You can request copies of these documents by writing to the SEC and paying a fee for the copying cost. Please call the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇ for more information about the operation of the public reference facilities. SEC filings are also available at the SEC’s web site at ▇▇▇ Copies ▇.▇▇▇.▇▇▇. This prospectus is only part of our annual report a registration statement on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and amendments, if any, to those reports S-3 that we have filed or furnished with the SEC pursuant under the Securities Act and therefore omits certain information contained in the registration statement. We have also filed exhibits and schedules with the registration statement that are excluded from this prospectus, and you should refer to Section 13(a) the applicable exhibit or 15(d) schedule for a complete description of any statement referring to any contract or other document. You may inspect a copy of the Exchange Act are available free registration statement, including the exhibits and schedules, without charge, at the public reference room or obtain a copy from the SEC upon payment of charge through our the fees prescribed by the SEC. We also maintain a website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. A request for any of these reports may also be submitted to us by sending a written request addressed to Investor Relations, Gladstone Commercial Corporation, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, VA 22102, or by calling through which you can access our toll-free investor relations line at ▇-▇▇▇-▇▇▇-▇▇▇▇SEC filings. The information located on, or accessible from, our website is notaddresses referenced herein are not intended to function as hyperlinks, and shall the information contained in our website, the SEC’s website or any other website referenced herein is not incorporated by reference into this prospectus and should not be deemed considered to be, except as described below, a be part of this prospectus supplement or the accompanying prospectus or incorporated into any other filings that we make with the SEC. The SEC also maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at ▇▇▇prospectus.▇▇▇.▇▇▇. We have filed with the SEC a “shelf” registration statement on Form S-3 under the Securities Act relating to the securities that may be offered by the accompanying prospectus. Such prospectus is a part of that registration statement, but does not contain all of the information in the registration statement. We have omitted parts of the registration statement in accordance with the rules and regulations of the SEC. For more detail about us and any securities that may be offered by such prospectus, you may examine the registration statement on Form S-3 and the exhibits filed with it at the locations listed in the previous paragraph. We may offer and sell, from time to time, one or more series or classes of common stock, preferred stock, debt securities, depositary shares and subscription rights (collectively, the “securities”). We may offer these securities with an aggregate initial public offering price of up to $1.3 billion, or its equivalent in a foreign currency based upon the exchange rate at the time of sale, in amounts, at initial prices and on terms determined at the time of the offering. We may offer these securities separately or together, in separate series or classes and in amounts, at prices and on terms described in one or more supplements to this prospectus. We may offer and sell these securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names, and any applicable purchase price, fee, commission or discount arrangement with, between or among them, will be set forth, or will be calculable from the information set forth, in an accompanying prospectus supplement. For more detailed information, see “Plan of Distribution” in this prospectus. No securities may be sold without delivery of an accompanying prospectus supplement describing the method and terms of the offering of those securities. Accordingly, we will deliver this prospectus together with an accompanying prospectus supplement setting forth the specific terms of the securities that we are offering. The specific terms may include limitations on direct or beneficial ownership and restrictions on transfer of the securities offered by this prospectus, in each case as may be appropriate to preserve our status as a real estate investment trust for federal income tax purposes, among other purposes. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with the additional information described under the heading “Incorporation of Certain Documents by Reference” before you make your investment decision. Our shares of common stock, par value $0.001 per share, 6.625% Series E Cumulative Redeemable Preferred Stock, par value $0.001 per share, and 6.00% Series G Cumulative Redeemable Preferred Stock, par value $0.001 per share, trade on the Nasdaq Global Select Market under the trading symbols “GOOD,” “GOODN,” and “GOODO,” respectively. Investing in our securities involves substantial risks. See “Risk Factors” on page 7 of this prospectus, and any similar section contained in the applicable prospectus supplement concerning factors you should consider before investing in our securities. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. ABOUT THIS PROSPECTUS 1 FORWARD-LOOKING STATEMENTS 2 PROSPECTUS SUMMARY 4 RISK FACTORS 7 USE OF PROCEEDS 8 DESCRIPTION OF CAPITAL STOCK 9 DESCRIPTION OF DEBT SECURITIES 20 DESCRIPTION OF DEPOSITARY SHARES 27 DESCRIPTION OF SUBSCRIPTION RIGHTS 30 BOOK ENTRY PROCEDURES AND SETTLEMENT 31 CERTAIN PROVISIONS OF MARYLAND LAW AND OF OUR CHARTER AND BYLAWS 32 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS 38 PLAN OF DISTRIBUTION 62 LEGAL MATTERS 66 EXPERTS 66 WHERE YOU CAN FIND MORE INFORMATION 66 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 67 This prospectus is part of a registration statement on Form S-3 that we filed with the SEC, using a “shelf” registration process for the delayed offering and sale of securities pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). Under this shelf registration statement, we may, over time, sell any combination of the securities described in this prospectus in one or more offerings. Under the shelf registration process, we may, over time, sell any combination of the securities described in this prospectus in one or more offerings up to a total dollar amount of $1.3 billion, as described in this prospectus. This prospectus only provides you with a general description of the securities that we may offer. As allowed by SEC rules, this prospectus does not contain all of the information that you can find in the registration statement or the exhibits thereto. For further information, we refer you to the registration statement, including any amendments thereto, including its exhibits. We will not use this prospectus to offer and sell securities unless it is accompanied by a prospectus supplement that more fully describes the securities being offered and the terms of such offering. Any accompanying prospectus supplement or free writing prospectus may also update, amend or supersede other information contained in this prospectus. Before purchasing any securities, you should carefully read this prospectus, any accompanying prospectus supplement and any free writing prospectus together with the information incorporated or deemed to be incorporated by reference herein as described under the heading “Where You Can Find More Information” below.
Appears in 1 contract
Sources: Sales Agreement
EXPERTS. The consolidated financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is IGC Pharma, Inc. included in the Report of Management on Internal Control over Financial Reporting) incorporated in this prospectus supplement by reference to the Annual Report on Form 10-K for the year ended December 31, 2023 have been so incorporated in reliance on the our annual report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. SEC rules allow us to “incorporate by reference” the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents filed separately with the SEC. The information incorporated by reference in this prospectus supplement and the accompanying prospectus is considered to be part of this prospectus supplement and the accompanying prospectus, and the information we file subsequently with the SEC prior to the completion of this offering will automatically update and supersede such information. We previously filed the following documents with the SEC and such filings are incorporated by reference into this prospectus supplement and the accompanying prospectus: • Annual Report on Form 10-K for the fiscal year ended December March 31, 2023, filed February 21, 2024 (including portions of ourDefinitive Proxy Statement for the 2024 Annual Meeting of Stockholders incorporated therein by reference); and • The description of our common stock, which is filed as Exhibit 4.7 to our Annual Report on Form10-K for the fiscal year ended December March 31, 20232022, which updates the description contained in our Registration Statement on Form 8-A, filed August 12, 2003, as updated through subsequently filed reports. We also incorporate by reference into this prospectus supplement additional documents that we may file with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, from the date of this prospectus supplement until all of the securities offered by this prospectus supplement have been sold or the offering of these securities is otherwise terminated, provided, however, that information “furnished” under Item 2.02 or Item 7.01 of Form 8-K or other information “furnished” to the SEC which is not deemed filed is not incorporated audited by reference in this prospectus supplement and in the accompanying prospectus. Information that we subsequently file with the SEC as aforesaid will automatically update and may supersede information in this prospectus supplement and the accompanying prospectus and information that we previously filed with the SEC. You may obtain copies of any of these filings from us as described below, through the SEC’s website as described above. Documents incorporated by reference are available without charge, excluding all exhibits unless an exhibit has been specifically incorporated by reference into this prospectus supplement, by writing or calling our Investor Relations Department at the following address and telephone number: Investor Relations Gladstone Commercial Corporation ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Associates, independent registered public accountants, as set forth in their reports thereon, included therein, and incorporated herein by reference in this prospectus supplement and elsewhere in the registration statement. Such consolidated financial statements are incorporated herein by reference in reliance upon such reports given on the authority of said firm as experts in accounting and auditing. We file reports, proxy statements, and other documents with the SEC. You may read and copy any document we file at the SEC’s public reference room at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇ ▇▇▇ Copies of our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and amendments, if any, to those reports filed or furnished with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge through our website at ▇▇▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇▇▇▇▇.▇▇▇. A request for any of these reports may also be submitted to us by sending a written request addressed to Investor Relations, Gladstone Commercial Corporation, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, VA 22102, or by calling our toll-free investor relations line at You should call ▇-▇▇▇-▇▇▇-▇▇▇▇ for more information on the operation of the public reference room. Our SEC filings are also available to you on the SEC's Internet site at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. The information located on, or accessible from, our website is not, and shall not be deemed to be, except as described below, a part of this prospectus supplement or the accompanying prospectus or incorporated into any other filings that we make with the SEC. The SEC also maintains a website that ’s Internet site contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at ▇▇▇.▇▇▇.▇▇▇SEC. We This prospectus supplement constitutes a part of a registration statement on Form S-3 that we have filed with the SEC a “shelf” registration statement on Form S-3 under the Securities Act relating to the securities that may be offered by the accompanying prospectusAct. Such This prospectus is a part of that registration statement, but supplement does not contain all of the information set forth in the registration statement. We have omitted , certain parts of the registration statement which are omitted in accordance with the rules and regulations of the SEC. For more detail further information about us and any securities that may be offered by such prospectus, you may examine the registration statement on Form S-3 and the exhibits filed with it at the locations listed in the previous paragraph. We may offer and sell, from time to time, one or more series or classes of common stock, preferred stock, debt securities, depositary shares and subscription rights (collectively, the “securities”). We may offer these securities with an aggregate initial public offering price of up to $1.3 billion, or its equivalent in a foreign currency based upon the exchange rate at the time of sale, in amounts, at initial prices and on terms determined at the time of the offering. We may offer these securities separately or together, in separate series or classes and in amounts, at prices and on terms described in one or more supplements to this prospectus. We may offer and sell these securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names, and any applicable purchase price, fee, commission or discount arrangement with, between or among them, will be set forth, or will be calculable from the information set forth, in an accompanying prospectus supplement. For more detailed information, see “Plan of Distribution” in this prospectus. No securities may be sold without delivery of an accompanying prospectus supplement describing the method and terms of the offering of those securities. Accordingly, we will deliver this prospectus together with an accompanying prospectus supplement setting forth the specific terms of the securities that we are offering. The specific terms may include limitations on direct or beneficial ownership and restrictions on transfer of the securities offered by this prospectus, in each case as may be appropriate to preserve our status as a real estate investment trust for federal income tax purposes, among other purposes. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with the additional information described under the heading “Incorporation of Certain Documents by Reference” before you make your investment decision. Our shares of common stock, par value $0.001 per share, 6.625% Series E Cumulative Redeemable Preferred Stock, par value $0.001 per share, and 6.00% Series G Cumulative Redeemable Preferred Stock, par value $0.001 per share, trade on the Nasdaq Global Select Market under the trading symbols “GOOD,” “GOODN,” and “GOODO,” respectively. Investing in our securities involves substantial risks. See “Risk Factors” on page 7 of this prospectus, and any similar section contained in the applicable prospectus supplement concerning factors you should consider before investing in our securities. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. ABOUT THIS PROSPECTUS 1 FORWARD-LOOKING STATEMENTS 2 PROSPECTUS SUMMARY 4 RISK FACTORS 7 USE OF PROCEEDS 8 DESCRIPTION OF CAPITAL STOCK 9 DESCRIPTION OF DEBT SECURITIES 20 DESCRIPTION OF DEPOSITARY SHARES 27 DESCRIPTION OF SUBSCRIPTION RIGHTS 30 BOOK ENTRY PROCEDURES AND SETTLEMENT 31 CERTAIN PROVISIONS OF MARYLAND LAW AND OF OUR CHARTER AND BYLAWS 32 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS 38 PLAN OF DISTRIBUTION 62 LEGAL MATTERS 66 EXPERTS 66 WHERE YOU CAN FIND MORE INFORMATION 66 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 67 This prospectus is part of a registration statement on Form S-3 that we filed with the SEC, using a “shelf” registration process for the delayed offering and sale of securities pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). Under this shelf registration statement, we may, over time, sell any combination of the securities described in this prospectus in one or more offerings. Under the shelf registration process, we may, over time, sell any combination of the securities described in this prospectus in one or more offerings up to a total dollar amount of $1.3 billion, as described in this prospectus. This prospectus only provides you with a general description of the securities that we may offer. As allowed by SEC rules, this prospectus does not contain all of the information that you can find in the registration statement or the exhibits thereto. For further information, we refer you to the registration statement, including any amendments thereto, including its exhibits. We will not use this prospectus to offer and sell securities unless it is accompanied by a prospectus supplement that more fully describes the securities being offered statement and the terms of such offeringaccompanying exhibits and schedules. Any accompanying prospectus supplement or free writing prospectus The registration statement may also update, amend or supersede other information be inspected at the Public Reference Room maintained by the SEC at the address set forth above. Statements contained in this prospectus. Before purchasing any securities, you should carefully read this prospectus, any accompanying prospectus supplement regarding the contents of any contract or any other document filed as an exhibit are not necessarily complete. In each instance, reference is made to the copy of such contract or document filed as an exhibit to the registration statement, and any free writing prospectus together with the information incorporated or deemed to be incorporated each statement is qualified in all respects by reference herein as described under the heading “Where You Can Find More Information” belowthat reference.
Appears in 1 contract
Sources: At the Market Sales Agreement
EXPERTS. The audited financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in the Report of Management on Internal Control over Financial Reporting) incorporated by reference in this prospectus supplement by reference to and elsewhere in the Annual Report on Form 10-K for the year ended December 31, 2023 registration statement have been so incorporated by reference in reliance on the report of PricewaterhouseCoopers ▇▇▇▇▇▇ LLP, an independent registered public accounting firmaccountants, given on upon the authority of said firm as experts in auditing accounting and accountingauditing. SEC rules allow us to “incorporate by reference” the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents We have filed separately with the SEC. The information incorporated by reference in this prospectus supplement and the accompanying prospectus is considered to be part of this prospectus supplement and the accompanying prospectus, and the information we file subsequently with the SEC prior a registration statement on Form S-3 under the Securities Act relating to the completion of this offering will automatically update and supersede such information. We previously filed the following documents with the SEC and such filings are incorporated securities offered by reference into this prospectus supplement and the accompanying prospectus: • Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed February 21, 2024 (including portions of ourDefinitive Proxy Statement for the 2024 Annual Meeting of Stockholders incorporated therein by reference); and • The description of our common stocksupplement. This prospectus supplement, which is filed as Exhibit 4.7 to our Annual Report on Form10-K for the fiscal year ended December 31, 2023, which updates the description contained in our Registration Statement on Form 8-A, filed August 12, 2003, as updated through subsequently filed reports. We also incorporate by reference into this prospectus supplement additional documents that we may file with the SEC under Section 13(a), 13(c), 14 or 15(d) constitutes a part of the Exchange Actregistration statement, from the date of this prospectus supplement until does not contain all of the information set forth in the registration statement or the exhibits thereto. For more information regarding us and the securities offered by this prospectus supplement have been sold or the offering of these securities is otherwise terminatedsupplement, provided, however, that information “furnished” under Item 2.02 or Item 7.01 of Form 8-K or other information “furnished” we refer you to the SEC full registration statement, including the exhibits filed therewith. This prospectus summarizes certain provisions of certain contracts and other documents filed as exhibits to which is we refer you. Because the summaries may not deemed filed is not incorporated by reference in this prospectus supplement and in contain all of the accompanying prospectus. Information that we subsequently file with the SEC as aforesaid will automatically update and may supersede information in this prospectus supplement and the accompanying prospectus and information that we previously filed with you may find important, you should review the SECfull text of those documents. You may obtain copies of any of these filings from us as described belowaccess our SEC filings, through including this registration statement, at the SEC’s website as described above. Documents incorporated by reference are available without charge, excluding all exhibits unless an exhibit has been specifically incorporated by reference into this prospectus supplement, by writing or calling our Investor Relations Department at the following address and telephone number: Investor Relations Gladstone Commercial Corporation ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ Copies of our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and amendments, if any, to those reports filed or furnished with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge through our website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. A request for any of these reports may also be submitted to us by sending a written request addressed to Investor Relations, Gladstone Commercial Corporation, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, VA 22102, or by calling our toll-free investor relations line at ▇-▇▇▇-▇▇▇-▇▇▇▇. The information located on, or accessible from, our website is not, and shall not be deemed to be, except as described below, a part of this prospectus supplement or the accompanying prospectus or incorporated into any other filings that we make with the SEC. The SEC also maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at ▇▇▇.▇▇▇.▇▇▇. We have filed with the SEC a “shelf” registration statement on Form S-3 under the Securities Act relating are subject to the securities that may be offered by the accompanying prospectus. Such prospectus is a part of that registration statement, but does not contain all information reporting requirements of the Exchange Act and file reports, proxy statements, and other information in the registration statement. We have omitted parts of the registration statement in accordance with the rules and regulations of the SEC. For more detail about us These reports, proxy statements and any securities that may other information will be offered by such prospectusavailable for review at the SEC’s website referred to above. We also maintain a website at ▇▇▇.▇▇▇▇▇▇.▇▇▇, at which you may examine the registration statement on Form S-3 and the exhibits access these materials free of charge as soon as reasonably practicable after they are electronically filed with it at the locations listed in the previous paragraph. We may offer and sellwith, from time to time, one or more series or classes of common stock, preferred stock, debt securities, depositary shares and subscription rights (collectivelyfurnished to, the “securities”)SEC. We may offer these securities with an aggregate initial public offering price of up to $1.3 billionInformation contained on, or its equivalent in a foreign currency based upon the exchange rate at the time of salethat can be accessed through, in amounts, at initial prices and on terms determined at the time of the offering. We may offer these securities separately or together, in separate series or classes and in amounts, at prices and on terms described in one or more supplements to this prospectus. We may offer and sell these securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names, and any applicable purchase price, fee, commission or discount arrangement with, between or among them, will be set forth, or will be calculable from the information set forth, in an accompanying prospectus supplement. For more detailed information, see “Plan of Distribution” in this prospectus. No securities may be sold without delivery of an accompanying prospectus supplement describing the method and terms of the offering of those securities. Accordingly, we will deliver this prospectus together with an accompanying prospectus supplement setting forth the specific terms of the securities that we are offering. The specific terms may include limitations on direct or beneficial ownership and restrictions on transfer of the securities offered by this prospectus, in each case as may be appropriate to preserve our status as a real estate investment trust for federal income tax purposes, among other purposes. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with the additional information described under the heading “Incorporation of Certain Documents by Reference” before you make your investment decision. Our shares of common stock, par value $0.001 per share, 6.625% Series E Cumulative Redeemable Preferred Stock, par value $0.001 per share, and 6.00% Series G Cumulative Redeemable Preferred Stock, par value $0.001 per share, trade on the Nasdaq Global Select Market under the trading symbols “GOOD,” “GOODN,” and “GOODO,” respectively. Investing in our securities involves substantial risks. See “Risk Factors” on page 7 website does not constitute part of this prospectus, and any similar section contained the inclusion of our website address in the applicable prospectus supplement concerning factors you should consider before investing in our securities. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. ABOUT THIS PROSPECTUS 1 FORWARD-LOOKING STATEMENTS 2 PROSPECTUS SUMMARY 4 RISK FACTORS 7 USE OF PROCEEDS 8 DESCRIPTION OF CAPITAL STOCK 9 DESCRIPTION OF DEBT SECURITIES 20 DESCRIPTION OF DEPOSITARY SHARES 27 DESCRIPTION OF SUBSCRIPTION RIGHTS 30 BOOK ENTRY PROCEDURES AND SETTLEMENT 31 CERTAIN PROVISIONS OF MARYLAND LAW AND OF OUR CHARTER AND BYLAWS 32 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS 38 PLAN OF DISTRIBUTION 62 LEGAL MATTERS 66 EXPERTS 66 WHERE YOU CAN FIND MORE INFORMATION 66 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 67 This prospectus is part of a registration statement on Form S-3 that we filed with the SEC, using a “shelf” registration process for the delayed offering and sale of securities pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). Under this shelf registration statement, we may, over time, sell any combination of the securities described in this prospectus in one or more offerings. Under the shelf registration process, we may, over time, sell any combination of the securities described in this prospectus in one or more offerings up to a total dollar amount of $1.3 billion, as described in this prospectus. This prospectus only provides you with a general description of the securities that we may offer. As allowed by SEC rules, this prospectus does not contain all of the information that you can find in the registration statement or the exhibits thereto. For further information, we refer you to the registration statement, including any amendments thereto, including its exhibits. We will not use this prospectus to offer and sell securities unless it is accompanied by a prospectus supplement that more fully describes the securities being offered and the terms of such offering. Any accompanying prospectus supplement or free writing prospectus may also update, amend or supersede other information contained in this prospectus. Before purchasing any securities, you should carefully read this prospectus, any accompanying prospectus supplement and any free writing prospectus together with the information incorporated or deemed to be incorporated by an inactive textual reference herein as described under the heading “Where You Can Find More Information” belowonly.
Appears in 1 contract
Sources: Sales Agreement
EXPERTS. The financial Our combined balance sheets as of December 31, 2005 and 2004, and the related combined statements of operations, cash flows and management’s assessment of the effectiveness of internal control over financial reporting business equity and comprehensive income (which is included in the Report of Management on Internal Control over Financial Reportingloss) incorporated in this prospectus supplement by reference to the Annual Report on Form 10-K for the year years ended December 31, 2023 2005, 2004 and 2003 and financial statement schedule, included in this prospectus, have been audited by KPMG LLP, our independent registered public accounting firm. Such combined financial statements and financial statement schedule have been so incorporated included in reliance on the report of PricewaterhouseCoopers LLP, an such independent registered public accounting firm, firm given on the authority of said such firm as experts in auditing and accounting. We have filed a registration statement on Form S-1 with the SEC rules allow us with respect to “incorporate the sale of the notes by reference” Sprint Capital as contemplated by this prospectus. This prospectus is a part of, and does not contain all of the information we file set forth in, the registration statement and the exhibits and schedules to the registration statement. For further information with respect to our company and the SECnotes, which means that we can disclose important information please refer to you by referring you to those documents filed separately with the SECregistration statement, including its exhibits and schedules. The information incorporated by reference Statements made in this prospectus supplement and the accompanying prospectus is considered relating to be part of this prospectus supplement and the accompanying prospectusany contract or other document are not necessarily complete, and the information we file subsequently with the SEC prior you should refer to the completion of this offering will automatically update and supersede such information. We previously filed exhibits attached to the following documents with the SEC and such filings are incorporated by reference into this prospectus supplement and the accompanying prospectus: • Annual Report on Form 10-K registration statement for the fiscal year ended December 31, 2023, filed February 21, 2024 (including portions of ourDefinitive Proxy Statement for the 2024 Annual Meeting of Stockholders incorporated therein by reference); and • The description of our common stock, which is filed as Exhibit 4.7 to our Annual Report on Form10-K for the fiscal year ended December 31, 2023, which updates the description contained in our Registration Statement on Form 8-A, filed August 12, 2003, as updated through subsequently filed reports. We also incorporate by reference into this prospectus supplement additional documents that we may file with the SEC under Section 13(a), 13(c), 14 or 15(d) copies of the Exchange Act, from the date of this prospectus supplement until all of the securities offered by this prospectus supplement have been sold actual contract or the offering of these securities is otherwise terminated, provided, however, that information “furnished” under Item 2.02 or Item 7.01 of Form 8-K or other information “furnished” to the SEC which is not deemed filed is not incorporated by reference in this prospectus supplement and in the accompanying prospectus. Information that we subsequently file with the SEC as aforesaid will automatically update and may supersede information in this prospectus supplement and the accompanying prospectus and information that we previously filed with the SECdocument. You may obtain copies review a copy of any of these filings from us as described belowthe registration statement, through including its exhibits and schedules, at the SEC’s website as described above. Documents incorporated by public reference are available without chargeroom, excluding all exhibits unless an exhibit has been specifically incorporated by reference into this prospectus supplement, by writing or calling our Investor Relations Department located at the following address and telephone number: Investor Relations Gladstone Commercial Corporation ▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ Copies of our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and amendments, if any, to those reports filed or furnished with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge through our website at ▇▇.▇., ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇.▇▇▇. A request for any of these reports may also be submitted to us by sending a written request addressed to Investor Relations, Gladstone Commercial Corporation, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, VA 22102, or as well as on the Internet website maintained by calling our toll-free investor relations line at ▇-▇▇▇-▇▇▇-▇▇▇▇. The information located on, or accessible from, our website is not, and shall not be deemed to be, except as described below, a part of this prospectus supplement or the accompanying prospectus or incorporated into any other filings that we make with the SEC. The SEC also maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at ▇▇▇.▇▇▇.▇▇▇. We have filed with Please call the SEC a “shelf” at ▇-▇▇▇-▇▇▇-▇▇▇▇ for further information on the public reference room. Information contained on any website referenced in this prospectus is not incorporated by reference into this prospectus or the registration statement on Form S-3 under the Securities Act relating to the securities that may be offered by the accompanying prospectus. Such of which this prospectus is a part of that registration statementpart. After the distribution, but does not contain all we will become subject to the information and reporting requirements of the information in the registration statement. We have omitted parts of the registration statement Exchange Act and, in accordance with the rules Exchange Act, we will file periodic reports, proxy statements and regulations of other information with the SEC. For more detail about us and any securities that may Our future filings will be offered by such prospectus, you may examine available from the registration statement on Form S-3 and the exhibits filed with it at the locations listed in the previous paragraphSEC as described above. We will make available free of charge most of our future SEC filings through our Internet website (▇▇▇.▇▇▇▇▇▇.▇▇▇) as soon as reasonably practicable after we electronically file these materials with the SEC. You will be able to access these future SEC filings on our website. You may offer and sellalso request a copy of our future SEC filings at no cost, from time by writing or telephoning us at: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ (866) 591-1964 You should rely only on the information contained in this prospectus or to time, one or more series or classes of common stock, preferred stock, debt securities, depositary shares and subscription rights (collectively, the “securities”)which we have referred you. We may offer these securities have not authorized any person to provide you with an aggregate initial public offering price of up different information or to $1.3 billion, or its equivalent in a foreign currency based upon the exchange rate at the time of sale, in amounts, at initial prices and on terms determined at the time of the offering. We may offer these securities separately or together, in separate series or classes and in amounts, at prices and on terms described in one or more supplements to this prospectus. We may offer and sell these securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis. If make any underwriters, dealers or agents are involved in the sale of any of the securities, their names, and any applicable purchase price, fee, commission or discount arrangement with, between or among them, will be set forth, or will be calculable from the information set forth, in an accompanying prospectus supplement. For more detailed information, see “Plan of Distribution” in this prospectus. No securities may be sold without delivery of an accompanying prospectus supplement describing the method and terms of the offering of those securities. Accordingly, we will deliver this prospectus together with an accompanying prospectus supplement setting forth the specific terms of the securities that we are offering. The specific terms may include limitations on direct or beneficial ownership and restrictions on transfer of the securities offered by this prospectus, in each case as may be appropriate to preserve our status as a real estate investment trust for federal income tax purposes, among other purposes. The prospectus supplement may also add, update or change information representation not contained in this prospectus. You should read both this prospectus Embarq Corporation (formerly referred to as the New Local Company) Combined Financial Statements Report of Independent Registered Public Accounting Firm F-2 Combined Statements of Operations for the years ended December 31, 2005, 2004 and any prospectus supplement together with 2003 F-3 Combined Balance Sheets as of December 31, 2005 and 2004 F-4 Combined Statements of Cash Flows for the additional information described under years ended December 31, 2005, 2004 and 2003 F-6 Combined Statements of Business Equity and Comprehensive Income (Loss) for the heading “Incorporation years ended December 31, 2005, 2004 and 2003 F-7 Notes to Combined Financial Statements F-8 The Board of Certain Documents by Reference” before you make your investment decision. Our shares Directors Sprint Nextel Corporation: We have audited the accompanying combined balance sheets of common stock, par value $0.001 per share, 6.625% Series E Cumulative Redeemable Preferred Stock, par value $0.001 per share, and 6.00% Series G Cumulative Redeemable Preferred Stock, par value $0.001 per share, trade on Embarq Corporation (formerly referred to as the Nasdaq Global Select Market under the trading symbols “GOOD,” “GOODN,” and “GOODO,” respectively. Investing in our securities involves substantial risks. See “Risk Factors” on page 7 of this prospectus, and any similar section contained in the applicable prospectus supplement concerning factors you should consider before investing in our securities. Neither the U.S. Securities and Exchange Commission New Local Company) (the “SECCompany”) nor any state securities commission has approved or disapproved as of December 31, 2005 and 2004, and the related combined statements of operations, cash flows and business equity and comprehensive income (loss) for the years ended December 31, 2005, 2004 and 2003. In connection with our audits of the combined financial statements, we also have audited the financial statement schedule, Schedule II-Combined Valuation and Qualifying Accounts. These combined financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these securities or determined if this prospectus is truthful or completecombined financial statements and financial statement schedule based on our audits. Any representation We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the combined financial statements referred to above present fairly, in all material respects, the financial position of Embarq Corporation as of December 31, 2005 and 2004, and the results of its operations and its cash flows for the years ended December 31, 2005, 2004 and 2003 in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the related financial statement schedule, when considered in relation to the contrary is basic combined financial statements taken as a criminal offensewhole, presents fairly, in all material respects, the information set forth therein. ABOUT THIS PROSPECTUS 1 FORWARD-LOOKING STATEMENTS 2 PROSPECTUS SUMMARY 4 RISK FACTORS 7 USE OF PROCEEDS 8 DESCRIPTION OF CAPITAL STOCK 9 DESCRIPTION OF DEBT SECURITIES 20 DESCRIPTION OF DEPOSITARY SHARES 27 DESCRIPTION OF SUBSCRIPTION RIGHTS 30 BOOK ENTRY PROCEDURES AND SETTLEMENT 31 CERTAIN PROVISIONS OF MARYLAND LAW AND OF OUR CHARTER AND BYLAWS 32 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS 38 PLAN OF DISTRIBUTION 62 LEGAL MATTERS 66 EXPERTS 66 WHERE YOU CAN FIND MORE INFORMATION 66 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 67 This prospectus is part Kansas City, Missouri March 10, 2006 Net Operating Revenues $ 6,254 $ 6,139 $ 6,159 Costs of a registration statement services and products 2,306 2,135 2,137 Selling, general and administrative 1,338 1,402 1,389 Depreciation and amortization 979 972 992 Restructuring and asset impairments 79 40 25 Total operating expenses 4,702 4,549 4,543 Operating Income 1,552 1,590 1,616 Interest expense (83) (102) (116) Premium on Form S-3 that we filed with the SECearly retirement of debt — — (5) Other income (expense), using a “shelf” registration process net 3 (2) (6) Income from continuing operations before income taxes 1,472 1,486 1,489 Income tax expense (578) (569) (569) Income from Continuing Operations 894 917 920 Discontinued operations, net — — 376 Cumulative effect of change in accounting principle, net (16) — 258 Net Income $ 878 $ 917 $ 1,554 Pro forma income per common share (unaudited) (Note 1) Basic $ 5.89 Diluted $ 5.85 Current assets Cash and equivalents $ 103 $ 103 $ 113 Accounts receivable, net of allowance for the delayed offering and sale of securities pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). Under this shelf registration statement, we may, over time, sell any combination of the securities described in this prospectus in one or more offerings. Under the shelf registration process, we may, over time, sell any combination of the securities described in this prospectus in one or more offerings up to a total dollar amount doubtful accounts of $1.3 billion57 and $61 660 660 636 Inventories 174 174 166 Deferred tax assets 22 22 26 Other deferred charges 55 55 60 Other assets 58 58 53 Total current assets 1,072 1,072 1,054 Gross property, as described plant and equipment 19,784 19,784 19,470 Accumulated depreciation (11,980) (11,980) (11,493) Net property, plant and equipment 7,804 7,804 7,977 Goodwill 27 27 27 Prepaid pension asset 219 219 157 Other assets 99 99 114 Total $ 9,221 $ 9,221 $ 9,329 Current liabilities Current maturities of long-term debt $ 2 $ 2 $ 115 Accounts payable 528 528 411 Accrued taxes 104 104 110 Advance ▇▇▇▇▇▇▇▇ 160 160 153 Accrued restructuring costs — — 15 Payroll and employee benefits 118 118 118 Deferred revenue 55 55 60 Accrued interest 35 35 38 Other 82 82 64 Total current liabilities 1,084 1,084 1,084 Noncurrent liabilities Long-term debt 7,708 1,123 1,125 Deferred income taxes 1,290 1,290 1,269 Net postretirement and other benefit obligations 793 793 834 Other 79 79 57 Total noncurrent liabilities 9,870 3,285 3,285 Total business equity — 4,852 4,960 Pro Forma Stockholders’ Equity Common stock, $.01 par value, 1,250 shares authorized, 149 shares issued and outstanding 1 — — Additional paid in this prospectus. This prospectus only provides you capital (1,209) — — Retained earnings — — — Accumulated other comprehensive loss (525) — — Total stockholders’ equity (1,733) — — Total $ 9,221 $ 9,221 $ 9,329 Net income $ 878 $ 917 $ 1,554 Adjustments to reconcile net income to net cash provided by operating activities: Discontinued operations, net — — (376) Cumulative effect of change in accounting principle, net 16 — (258) Depreciation and amortization 979 972 992 Deferred income taxes 33 172 254 Net changes related to discontinued operations — — (271) Changes in operating assets and liabilities: Accounts receivable, net (24) (11) 40 Inventories and other current assets (14) 90 (80) Accounts payable and other current liabilities 93 (7) 50 Noncurrent assets and liabilities, net (80) (62) (120) Other, net 23 (7) 19 Net cash provided by operating activities 1,904 2,064 1,804 Capital expenditures (828) (975) (1,118) Proceeds from divestiture of directory business — — 647 Other, net 12 13 19 Net cash used by investing activities (816) (962) (452) Payments on debt (115) (152) (247) Changes in short-term borrowings — — (393) Dividends paid to Sprint Nextel (983) (865) (683) Other, net — — (4) Net cash used by financing activities (1,098) (1,017) (1,327) (Decrease) increase in Cash and Equivalents (10) 85 25 Cash and Equivalents at Beginning of Period 113 28 3 Cash and Equivalents at End of Period $ 103 $ 113 $ 28 ▇▇▇▇ paid for interest, net of amount capitalized $ 86 $ 109 $ 121 Cash paid to Sprint Nextel for income taxes $ 549 $ 408 $ 564 income, net of tax — (1) — (1) January 1, 2003 balance $ 4,559 $ 6 $ (561 ) $ 4,004 Changes other than transactions with a general description of the securities that we may offer. As allowed by SEC rules, this prospectus does not contain all of the information that you can find in the registration statement or the exhibits thereto. For further information, we refer you to the registration statement, including any amendments thereto, including its exhibits. We will not use this prospectus to offer and sell securities unless it is accompanied by a prospectus supplement that more fully describes the securities being offered and the terms of such offering. Any accompanying prospectus supplement or free writing prospectus may also update, amend or supersede other information contained in this prospectus. Before purchasing any securities, you should carefully read this prospectus, any accompanying prospectus supplement and any free writing prospectus together with the information incorporated or deemed to be incorporated by reference herein as described under the heading “Where You Can Find More Information” below.equity owners: Net income 1,554 — — 1,554
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EXPERTS. The Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in the Report of Management on Internal Control over Financial Reporting) incorporated in this prospectus supplement by reference to the our Annual Report on Form 10-K for the year ended December 31, 2023 have been so incorporated 2023, as set forth in reliance on their report (which contains an explanatory paragraph describing conditions that raise substantial doubt about our ability to continue as a going concern as described in Note 1 to the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. SEC rules allow us to “incorporate by reference” the information we file with the SECconsolidated financial statements), which means that we can disclose important information to you by referring you to those documents filed separately with the SEC. The information is incorporated by reference in this prospectus supplement and elsewhere in the accompanying prospectus is considered to be part of this prospectus supplement and the accompanying prospectus, and the information we file subsequently with the SEC prior to the completion of this offering will automatically update and supersede such informationregistration statement. We previously filed the following documents with the SEC and such filings Our financial statements are incorporated by reference into in reliance on Ernst & Young LLP’s report, given on their authority as experts in accounting and auditing. We have filed with the SEC a registration statement on Form S-3 under the Securities Act, of which this prospectus supplement forms a part. The rules and regulations of the accompanying prospectus: • Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed February 21, 2024 (including portions of ourDefinitive Proxy Statement for the 2024 Annual Meeting of Stockholders incorporated therein by reference); and • The description of our common stock, which is filed as Exhibit 4.7 SEC allow us to our Annual Report on Form10-K for the fiscal year ended December 31, 2023, which updates the description contained in our Registration Statement on Form 8-A, filed August 12, 2003, as updated through subsequently filed reports. We also incorporate by reference into omit from this prospectus supplement additional documents that certain information included in the registration statement. For further information about us and the securities we may file are offering under this prospectus, you should refer to the registration statement and the exhibits and schedules filed with the SEC under Section 13(a)registration statement. With respect to the statements contained in this prospectus supplement regarding the contents of any agreement or any other document, 13(c)in each instance, 14 the statement is qualified in all respects by the complete text of the agreement or 15(d) document, a copy of which has been filed as an exhibit to the registration statement. Because we are subject to the information and reporting requirements of the Exchange Act, from the date of this prospectus supplement until all of the securities offered by this prospectus supplement have been sold or the offering of these securities is otherwise terminatedwe file annual, providedquarterly and current reports, however, that information “furnished” under Item 2.02 or Item 7.01 of Form 8-K or proxy statements and other information “furnished” to the SEC which is not deemed filed is not incorporated by reference in this prospectus supplement and in the accompanying prospectus. Information that we subsequently file with the SEC as aforesaid will automatically update and may supersede information in this prospectus supplement and the accompanying prospectus and information that we previously filed with the SEC. You may obtain copies of any of these Our SEC filings from us as described below, through are available to the public over the Internet at the SEC’s website as described above. Documents incorporated by reference are available without charge, excluding all exhibits unless an exhibit has been specifically incorporated by reference into this prospectus supplement, by writing or calling our Investor Relations Department at the following address and telephone number: Investor Relations Gladstone Commercial Corporation ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ Copies of our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and amendments, if any, to those reports filed or furnished with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge through our website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. A request for any of these reports may also be submitted to us by sending a written request addressed to Investor Relations, Gladstone Commercial Corporation, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, VA 22102, or by calling our toll-free investor relations line at ▇-▇▇▇-▇▇▇-▇▇▇▇. The information located on, or accessible from, our website is not, and shall not be deemed to be, except as described below, a part of this prospectus supplement or the accompanying prospectus or incorporated into any other filings that we make with the SEC. The SEC also maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at ▇▇▇.▇▇▇.▇▇▇. We have filed with the SEC a “shelf” registration statement make available free of charge on Form S-3 under the Securities Act relating our website our annual, quarterly and current reports, including amendments to the securities that may be offered by the accompanying prospectus. Such prospectus is a part of that registration statementsuch reports, but does not contain all of the information in the registration statement. We have omitted parts of the registration statement in accordance with the rules and regulations of as soon as reasonably practicable after we electronically file such material with, or furnish such material to, the SEC. For more detail about us and any securities that may be offered by such prospectusPlease note, you may examine the registration statement on Form S-3 and the exhibits filed with it at the locations listed in the previous paragraph. We may offer and sellhowever, from time to time, one or more series or classes of common stock, preferred stock, debt securities, depositary shares and subscription rights (collectively, the “securities”). We may offer these securities with an aggregate initial public offering price of up to $1.3 billion, or its equivalent in a foreign currency based upon the exchange rate at the time of sale, in amounts, at initial prices and on terms determined at the time of the offering. We may offer these securities separately or together, in separate series or classes and in amounts, at prices and on terms described in one or more supplements to this prospectus. We may offer and sell these securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names, and any applicable purchase price, fee, commission or discount arrangement with, between or among them, will be set forth, or will be calculable from the information set forth, in an accompanying prospectus supplement. For more detailed information, see “Plan of Distribution” in this prospectus. No securities may be sold without delivery of an accompanying prospectus supplement describing the method and terms of the offering of those securities. Accordingly, we will deliver this prospectus together with an accompanying prospectus supplement setting forth the specific terms of the securities that we are offering. The specific terms may include limitations on direct or beneficial ownership and restrictions on transfer of have not incorporated any other information by reference from our website, other than the securities offered by this prospectus, in each case as may be appropriate to preserve our status as a real estate investment trust for federal income tax purposes, among other purposes. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with the additional information described documents listed under the heading “Incorporation of Certain Documents Information by Reference” before you make your investment decision. Our shares of common stock, par value $0.001 per share, 6.625% Series E Cumulative Redeemable Preferred Stock, par value $0.001 per share, and 6.00% Series G Cumulative Redeemable Preferred Stock, par value $0.001 per share, trade on the Nasdaq Global Select Market under the trading symbols “GOOD,” “GOODN,” and “GOODO,” respectively. Investing in our securities involves substantial risks. See “Risk Factors” on page 7 S-15 of this prospectusprospectus supplement. In addition, and any similar section contained in the applicable prospectus supplement concerning factors you should consider before investing in our securities. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved may request copies of these securities filings at no cost by writing or determined if this prospectus is truthful telephoning us at the following address or complete. Any representation to the contrary is a criminal offense. ABOUT THIS PROSPECTUS 1 FORWARD-LOOKING STATEMENTS 2 PROSPECTUS SUMMARY 4 RISK FACTORS 7 USE OF PROCEEDS 8 DESCRIPTION OF CAPITAL STOCK 9 DESCRIPTION OF DEBT SECURITIES 20 DESCRIPTION OF DEPOSITARY SHARES 27 DESCRIPTION OF SUBSCRIPTION RIGHTS 30 BOOK ENTRY PROCEDURES AND SETTLEMENT 31 CERTAIN PROVISIONS OF MARYLAND LAW AND OF OUR CHARTER AND BYLAWS 32 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS 38 PLAN OF DISTRIBUTION 62 LEGAL MATTERS 66 EXPERTS 66 WHERE YOU CAN FIND MORE INFORMATION 66 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 67 This prospectus is part of a registration statement on Form S-3 that we filed with the SEC, using a “shelf” registration process for the delayed offering and sale of securities pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). Under this shelf registration statement, we may, over time, sell any combination of the securities described in this prospectus in one or more offerings. Under the shelf registration process, we may, over time, sell any combination of the securities described in this prospectus in one or more offerings up to a total dollar amount of $1.3 billion, as described in this prospectus. This prospectus only provides you with a general description of the securities that we may offer. As allowed by SEC rules, this prospectus does not contain all of the information that you can find in the registration statement or the exhibits thereto. For further information, we refer you to the registration statement, including any amendments thereto, including its exhibits. We will not use this prospectus to offer and sell securities unless it is accompanied by a prospectus supplement that more fully describes the securities being offered and the terms of such offering. Any accompanying prospectus supplement or free writing prospectus may also update, amend or supersede other information contained in this prospectus. Before purchasing any securities, you should carefully read this prospectus, any accompanying prospectus supplement and any free writing prospectus together with the information incorporated or deemed to be incorporated by reference herein as described under the heading “Where You Can Find More Information” below.telephone number:
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Sources: At the Market Offering Agreement
EXPERTS. The financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in the Report of Management on Internal Control Controls over Financial Reporting) incorporated in this prospectus supplement Prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 2023 2021 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. SEC rules allow us to “incorporate by reference” the We are a public company and file annual, quarterly and current reports, proxy statements and other information we file with the SEC, which means that we can disclose important information to you by referring you to those documents filed separately with the SEC. The information incorporated by reference in this prospectus supplement and the accompanying prospectus is considered to be part of this prospectus supplement and the accompanying prospectus, and the information we file subsequently with the Our SEC prior filings are also available to the completion of this offering will automatically update and supersede such information. We previously filed the following documents with the SEC and such filings are incorporated by reference into this prospectus supplement and the accompanying prospectus: • Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed February 21, 2024 (including portions of ourDefinitive Proxy Statement for the 2024 Annual Meeting of Stockholders incorporated therein by reference); and • The description of our common stock, which is filed as Exhibit 4.7 to our Annual Report on Form10-K for the fiscal year ended December 31, 2023, which updates the description contained in our Registration Statement on Form 8-A, filed August 12, 2003, as updated through subsequently filed reports. We also incorporate by reference into this prospectus supplement additional documents that we may file with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, from the date of this prospectus supplement until all of the securities offered by this prospectus supplement have been sold or the offering of these securities is otherwise terminated, provided, however, that information “furnished” under Item 2.02 or Item 7.01 of Form 8-K or other information “furnished” to the SEC which is not deemed filed is not incorporated by reference in this prospectus supplement and in the accompanying prospectus. Information that we subsequently file with the SEC as aforesaid will automatically update and may supersede information in this prospectus supplement and the accompanying prospectus and information that we previously filed with the SEC. You may obtain copies of any of these filings from us as described below, through public at the SEC’s website as described above. Documents incorporated by reference are available without charge, excluding all exhibits unless an exhibit has been specifically incorporated by reference into this prospectus supplement, by writing or calling our Investor Relations Department at the following address and telephone number: Investor Relations Gladstone Commercial Corporation ▇▇▇▇ .▇▇▇.▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ Copies . We also make available free of charge through our annual report website our Annual Reports on Form 10-K, quarterly reports Quarterly Reports on Form 10-Q, current reports Current Reports on Form 8-K, proxy statements K and amendments, if any, amendments to those reports filed or furnished with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge through as well as our definitive proxy statement and Section 16 reports on Forms 3, 4 and 5. Our website at address is ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. A request for any of these reports may also be submitted to us by sending a written request addressed to Investor RelationsHowever, Gladstone Commercial Corporation, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, VA 22102, or by calling our toll-free investor relations line at ▇-▇▇▇-▇▇▇-▇▇▇▇. The the information located on, or accessible from, our website is not, and shall not be deemed to be, except as described below, a part of this prospectus supplement or the any accompanying prospectus supplement or incorporated into any other filings that we make with the SEC. The SEC also maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at ▇▇▇.▇▇▇.▇▇▇. We have filed with the SEC a “shelf” registration statement on Form S-3 under the Securities Act relating to the securities that may be offered by the accompanying prospectus. Such prospectus is a part of that registration statement, but does not contain all of the information in the registration statement. We have omitted parts of the registration statement in accordance with the rules and regulations of the SEC. For more detail about us and any securities that may be offered by such prospectus, you may examine the registration statement on Form S-3 and the exhibits filed with it at the locations listed in the previous paragraph. We may offer and sell, from time to time, one or more series or classes of common stock, preferred stock, debt securities, depositary shares and subscription rights (collectively, the “securities”). We may offer these securities with an aggregate initial public offering price of up to $1.3 billion, or its equivalent in a foreign currency based upon the exchange rate at the time of sale, in amounts, at initial prices and on terms determined at the time of the offering. We may offer these securities separately or together, in separate series or classes and in amounts, at prices and on terms described in one or more supplements to this prospectus. We may offer and sell these securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names, and any applicable purchase price, fee, commission or discount arrangement with, between or among them, will be set forth, or will be calculable from the information set forth, in an accompanying prospectus supplement. For more detailed information, see “Plan of Distribution” in this prospectus. No securities may be sold without delivery of an accompanying prospectus supplement describing the method and terms of the offering of those securities. Accordingly, we will deliver this prospectus together with an accompanying prospectus supplement setting forth the specific terms of the securities that we are offering. The specific terms may include limitations on direct or beneficial ownership and restrictions on transfer of the securities offered by this prospectus, in each case as may be appropriate to preserve our status as a real estate investment trust for federal income tax purposes, among other purposes. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with the additional information described under the heading “Incorporation of Certain Documents by Reference” before you make your investment decision. Our shares of common stock, par value $0.001 per share, 6.625% Series E Cumulative Redeemable Preferred Stock, par value $0.001 per share, and 6.00% Series G Cumulative Redeemable Preferred Stock, par value $0.001 per share, trade on the Nasdaq Global Select Market under the trading symbols “GOOD,” “GOODN,” and “GOODO,” respectively. Investing in our securities involves substantial risks. See “Risk Factors” on page 7 of this prospectus, and any similar section contained in the applicable prospectus supplement concerning factors you should consider before investing in our securities. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. ABOUT THIS PROSPECTUS 1 FORWARD-LOOKING STATEMENTS 2 PROSPECTUS SUMMARY 4 RISK FACTORS 7 USE OF PROCEEDS 8 DESCRIPTION OF CAPITAL STOCK 9 DESCRIPTION OF DEBT SECURITIES 20 DESCRIPTION OF DEPOSITARY SHARES 27 DESCRIPTION OF SUBSCRIPTION RIGHTS 30 BOOK ENTRY PROCEDURES AND SETTLEMENT 31 CERTAIN PROVISIONS OF MARYLAND LAW AND OF OUR CHARTER AND BYLAWS 32 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS 38 PLAN OF DISTRIBUTION 62 LEGAL MATTERS 66 EXPERTS 66 WHERE YOU CAN FIND MORE INFORMATION 66 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 67 This prospectus is comprises only part of a registration statement on Form S-3 that we have filed with the SEC, using a “shelf” registration process for the delayed offering and sale of securities pursuant to Rule 415 SEC under the Securities Act of 1933and, as amended (the “Securities Act”). Under this shelf registration statementtherefore, we may, over time, sell any combination of the securities described in this prospectus in one or more offerings. Under the shelf registration process, we may, over time, sell any combination of the securities described in this prospectus in one or more offerings up to a total dollar amount of $1.3 billion, as described in this prospectus. This prospectus only provides you with a general description of the securities that we may offer. As allowed by SEC rules, this prospectus does not contain all omits some of the information that you can find contained in the registration statement. We have also filed exhibits and schedules to the registration statement which are excluded from this prospectus, and you should refer to the applicable exhibit or the exhibits theretoschedule for a complete description of any statement referring to any contract or other document. For further information, we refer you to You may inspect or obtain a copy of the registration statement, including any amendments theretothe exhibits and schedules, including its exhibits. We will not use this prospectus to offer and sell securities unless it is accompanied by a prospectus supplement that more fully describes the securities being offered and the terms of such offering. Any accompanying prospectus supplement or free writing prospectus may also update, amend or supersede other information contained in this prospectus. Before purchasing any securities, you should carefully read this prospectus, any accompanying prospectus supplement and any free writing prospectus together with the information incorporated or deemed to be incorporated by reference herein as described under in the heading “Where You Can Find More Information” belowprevious paragraph.
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EXPERTS. The Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in the Report of Management on Internal Control over Financial Reporting) incorporated in this prospectus supplement by reference to the our Annual Report on Form 10-K for the year ended December 31, 2023 have been so incorporated 2019, and the effectiveness of our internal control over financial reporting as of December 31, 2019, as set forth in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. SEC rules allow us to “incorporate by reference” the information we file with the SECtheir reports, which means that we can disclose important information to you by referring you to those documents filed separately with the SEC. The information are incorporated by reference in this prospectus supplement and elsewhere in the accompanying prospectus is considered to be part of this prospectus supplement and the accompanying prospectus, and the information we file subsequently with the SEC prior to the completion of this offering will automatically update and supersede such informationregistration statement. We previously filed the following documents with the SEC and such filings Our financial statements are incorporated by reference into this prospectus supplement in reliance on Ernst & Young LLP’s reports, given on their authority as experts in accounting and auditing. We file annual, quarterly and current reports, proxy statements and other information with the accompanying prospectus: • SEC. Our SEC filings are available to the public over the Internet at the SEC’s website at ▇▇▇.▇▇▇.▇▇▇. Our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed February 21, 2024 (including portions of ourDefinitive Proxy Statement for the 2024 Annual Meeting of Stockholders incorporated therein by reference); and • The description of our common stock, which is filed as Exhibit 4.7 to our Annual Report on Form10-K for the fiscal year ended December 31, 2023, which updates the description contained in our Registration Statement on Form 8-A, filed August 12, 2003, as updated through subsequently filed reports. We also incorporate by reference into this prospectus supplement additional documents that we may file with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, from the date of this prospectus supplement until all of the securities offered by this prospectus supplement have been sold or the offering of these securities is otherwise terminated, provided, however, that information “furnished” under Item 2.02 or Item 7.01 of Form 8-K or other information “furnished” to the SEC which is not deemed filed is not incorporated by reference in this prospectus supplement and in the accompanying prospectus. Information that we subsequently file with the SEC as aforesaid will automatically update and may supersede information in this prospectus supplement and the accompanying prospectus and information that we previously filed with the SEC. You may obtain copies of any of these filings from us as described below, through the SEC’s website as described above. Documents incorporated by reference are available without charge, excluding all exhibits unless an exhibit has been specifically incorporated by reference into this prospectus supplement, by writing or calling our Investor Relations Department at the following address and telephone number: Investor Relations Gladstone Commercial Corporation ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ Copies of our annual report on Form 10-K, quarterly reports Quarterly Reports on Form 10-Q, current reports and Current Reports on Form 8-K, including any amendments to those reports, proxy and information statements and amendments, if any, other information that we file with or furnish to those reports filed or furnished with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act are available can also be accessed free of charge through on our website at ▇▇▇.▇▇▇▇▇▇.▇▇▇ under “Investors — Financial Information — SEC Filings.” These filings will be available as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. We have filed with the SEC a Registration Statement on Form S-3 (File No. 333-248738) under the Securities Act, of which this prospectus supplement forms a part. The rules and regulations of the SEC allow us to omit from this prospectus supplement certain information included in the registration statement. For further information about us and the securities we are offering under this prospectus supplement, you should refer to the registration statement and the exhibits and schedules filed with the registration statement. With respect to the statements contained in this prospectus supplement regarding the contents of any agreement or any other document, in each instance, the statement is qualified in all respects by the complete text of the agreement or document, a copy of which has been filed as an exhibit to the registration statement or an item incorporated by reference in the registration statement. You can obtain a copy of the registration statement, at prescribed rates, from the SEC at the address listed above. The registration statement and the documents referred to below under “Incorporation by Reference” are also available on our website, ▇▇▇▇▇▇▇.▇▇▇▇▇▇.▇▇▇. A request for any of these reports may also be submitted to us We have not incorporated by sending a written request addressed to Investor Relations, Gladstone Commercial Corporation, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, VA 22102, reference into this prospectus supplement or by calling our toll-free investor relations line at ▇-▇▇▇-▇▇▇-▇▇▇▇. The the accompanying prospectus the information located on, or accessible fromthat can be accessed through, our website is notwebsite, and shall you should not consider it to be deemed to be, except as described below, a part of this prospectus supplement or the accompanying prospectus or incorporated into any other filings that we make with the SEC. The SEC also maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at ▇▇▇prospectus.▇▇▇.▇▇▇. We have filed with the SEC a “shelf” registration statement on Form S-3 under the Securities Act relating to the securities that may be offered by the accompanying prospectus. Such prospectus is a part of that registration statement, but does not contain all of the information in the registration statement. We have omitted parts of the registration statement in accordance with the rules and regulations of the SEC. For more detail about us and any securities that may be offered by such prospectus, you may examine the registration statement on Form S-3 and the exhibits filed with it at the locations listed in the previous paragraph. We may offer and sell, from time to time, one or more series or classes of common stock, preferred stock, debt securities, depositary shares and subscription rights (collectively, the “securities”). We may offer these securities with an aggregate initial public offering price of up to $1.3 billion, or its equivalent in a foreign currency based upon the exchange rate at the time of sale, in amounts, at initial prices and on terms determined at the time of the offering. We may offer these securities separately or together, in separate series or classes and in amounts, at prices and on terms described in one or more supplements to this prospectus. We may offer and sell these securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names, and any applicable purchase price, fee, commission or discount arrangement with, between or among them, will be set forth, or will be calculable from the information set forth, in an accompanying prospectus supplement. For more detailed information, see “Plan of Distribution” in this prospectus. No securities may be sold without delivery of an accompanying prospectus supplement describing the method and terms of the offering of those securities. Accordingly, we will deliver this prospectus together with an accompanying prospectus supplement setting forth the specific terms of the securities that we are offering. The specific terms may include limitations on direct or beneficial ownership and restrictions on transfer of the securities offered by this prospectus, in each case as may be appropriate to preserve our status as a real estate investment trust for federal income tax purposes, among other purposes. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with the additional information described under the heading “Incorporation of Certain Documents by Reference” before you make your investment decision. Our shares of common stock, par value $0.001 per share, 6.625% Series E Cumulative Redeemable Preferred Stock, par value $0.001 per share, and 6.00% Series G Cumulative Redeemable Preferred Stock, par value $0.001 per share, trade on the Nasdaq Global Select Market under the trading symbols “GOOD,” “GOODN,” and “GOODO,” respectively. Investing in our securities involves substantial risks. See “Risk Factors” on page 7 of this prospectus, and any similar section contained in the applicable prospectus supplement concerning factors you should consider before investing in our securities. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. ABOUT THIS PROSPECTUS 1 FORWARD-LOOKING STATEMENTS 2 PROSPECTUS SUMMARY 4 RISK FACTORS 7 USE OF PROCEEDS 8 DESCRIPTION OF CAPITAL STOCK 9 DESCRIPTION OF DEBT SECURITIES 20 DESCRIPTION OF DEPOSITARY SHARES 27 DESCRIPTION OF SUBSCRIPTION RIGHTS 30 BOOK ENTRY PROCEDURES AND SETTLEMENT 31 CERTAIN PROVISIONS OF MARYLAND LAW AND OF OUR CHARTER AND BYLAWS 32 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS 38 PLAN OF DISTRIBUTION 62 LEGAL MATTERS 66 EXPERTS 66 WHERE YOU CAN FIND MORE INFORMATION 66 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 67 This prospectus is part of a registration statement on Form S-3 that we filed with the SEC, using a “shelf” registration process for the delayed offering and sale of securities pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). Under this shelf registration statement, we may, over time, sell any combination of the securities described in this prospectus in one or more offerings. Under the shelf registration process, we may, over time, sell any combination of the securities described in this prospectus in one or more offerings up to a total dollar amount of $1.3 billion, as described in this prospectus. This prospectus only provides you with a general description of the securities that we may offer. As allowed by SEC rules, this prospectus does not contain all of the information that you can find in the registration statement or the exhibits thereto. For further information, we refer you to the registration statement, including any amendments thereto, including its exhibits. We will not use this prospectus to offer and sell securities unless it is accompanied by a prospectus supplement that more fully describes the securities being offered and the terms of such offering. Any accompanying prospectus supplement or free writing prospectus may also update, amend or supersede other information contained in this prospectus. Before purchasing any securities, you should carefully read this prospectus, any accompanying prospectus supplement and any free writing prospectus together with the information incorporated or deemed to be incorporated by reference herein as described under the heading “Where You Can Find More Information” below.
Appears in 1 contract
Sources: At the Market Offering Agreement
EXPERTS. The financial statements and management’s assessment as of the effectiveness of internal control over financial reporting (which is included in the Report of Management on Internal Control over Financial Reporting) incorporated in this prospectus supplement by reference to the Annual Report on Form 10-K for the year ended December 31, 2023 2018 and 2017, and for the years then ended, included in this Prospectus have been so incorporated included in reliance on the report of PricewaterhouseCoopers BPM LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. We have filed with the SEC rules allow us a shelf registration statement on Form S-3 under the Securities Act with respect to “incorporate the Common Stock we are offering by reference” this prospectus. This prospectus does not contain all of the information included in the registration statement. For further information pertaining to us and our Common Stock, you should refer to the registration statement and to its exhibits. Whenever we file with the SEC, which means that we can disclose important information to you by referring you to those documents filed separately with the SEC. The information incorporated by make reference in this prospectus supplement and to any of our contracts, agreements or other documents, the accompanying prospectus is considered to be part of this prospectus supplement and the accompanying prospectusreferences are not necessarily complete, and the information we file subsequently with the SEC prior you should refer to the completion exhibits attached to the registration statement for copies of this offering will automatically update and supersede such informationthe actual contract, agreement or other document. We previously filed the following documents with the SEC file annual, quarterly and such filings are incorporated by reference into this prospectus supplement current reports, information statements and the accompanying prospectus: • Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed February 21, 2024 (including portions of ourDefinitive Proxy Statement for the 2024 Annual Meeting of Stockholders incorporated therein by reference); proxy statements and • The description of our common stock, which is filed as Exhibit 4.7 to our Annual Report on Form10-K for the fiscal year ended December 31, 2023, which updates the description contained in our Registration Statement on Form 8-A, filed August 12, 2003, as updated through subsequently filed reports. We also incorporate by reference into this prospectus supplement additional documents that we may file with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, from the date of this prospectus supplement until all of the securities offered by this prospectus supplement have been sold or the offering of these securities is otherwise terminated, provided, however, that information “furnished” under Item 2.02 or Item 7.01 of Form 8-K or other information “furnished” to the SEC which is not deemed filed is not incorporated by reference in this prospectus supplement and in the accompanying prospectus. Information that we subsequently file with the SEC as aforesaid will automatically update and may supersede information in this prospectus supplement and the accompanying prospectus and information that we previously filed with the SEC. You may obtain copies of any of these filings from us as described belowcan read our SEC filings, through including the registration statement, at the SEC’s website as described aboveat ▇▇▇.▇▇▇.▇▇▇. Documents incorporated by You may also read and copy any document we file with the SEC at its public reference are available without chargefacility at ▇▇▇ ▇ ▇▇▇▇▇▇, excluding all exhibits unless an exhibit has been specifically incorporated by reference into this prospectus supplement▇.▇., by writing or calling our Investor Relations Department at the following address and telephone number: Investor Relations Gladstone Commercial Corporation ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ Copies of our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and amendments, if any, to those reports filed or furnished with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge through our website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. We also maintain a website at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇. A request for any You may access, free of these charge, our annual reports on Form 10-K, quarterly reports on Form 10- Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. The information contained on, or that can be accessed through, our website is not a part of, and should not be construed as being incorporated by reference into, this prospectus or the accompanying prospectus supplement. You may also be submitted obtain copies of the documents at prescribed rates by writing to us by sending a written request addressed to Investor Relations, Gladstone Commercial Corporation, the Public Reference Section of the SEC at ▇▇▇ ▇ ▇▇▇▇ ▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, VA 22102, or by calling our toll-free investor relations line D.C. 20549. Please call the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇. The ▇ for further information located on, or accessible from, our website is not, and shall not be deemed to be, except as described below, a part of this prospectus supplement or on the accompanying prospectus or incorporated into any other filings that we make with the SEC. The SEC also maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at ▇▇▇.▇▇▇.▇▇▇. We have filed with the SEC a “shelf” registration statement on Form S-3 under the Securities Act relating to the securities that may be offered by the accompanying prospectus. Such prospectus is a part of that registration statement, but does not contain all operation of the information in the registration statement. We have omitted parts of the registration statement in accordance with the rules and regulations of the SEC. For more detail about us and any securities that may be offered by such prospectus, you may examine the registration statement on Form S-3 and the exhibits filed with it at the locations listed in the previous paragraph. We may offer and sell, from time to time, one or more series or classes of common stock, preferred stock, debt securities, depositary shares and subscription rights (collectively, the “securities”). We may offer these securities with an aggregate initial public offering price of up to $1.3 billion, or its equivalent in a foreign currency based upon the exchange rate at the time of sale, in amounts, at initial prices and on terms determined at the time of the offering. We may offer these securities separately or together, in separate series or classes and in amounts, at prices and on terms described in one or more supplements to this prospectus. We may offer and sell these securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names, and any applicable purchase price, fee, commission or discount arrangement with, between or among them, will be set forth, or will be calculable from the information set forth, in an accompanying prospectus supplement. For more detailed information, see “Plan of Distribution” in this prospectus. No securities may be sold without delivery of an accompanying prospectus supplement describing the method and terms of the offering of those securities. Accordingly, we will deliver this prospectus together with an accompanying prospectus supplement setting forth the specific terms of the securities that we are offering. The specific terms may include limitations on direct or beneficial ownership and restrictions on transfer of the securities offered by this prospectus, in each case as may be appropriate to preserve our status as a real estate investment trust for federal income tax purposes, among other purposes. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with the additional information described under the heading “Incorporation of Certain Documents by Reference” before you make your investment decision. Our shares of common stock, par value $0.001 per share, 6.625% Series E Cumulative Redeemable Preferred Stock, par value $0.001 per share, and 6.00% Series G Cumulative Redeemable Preferred Stock, par value $0.001 per share, trade on the Nasdaq Global Select Market under the trading symbols “GOOD,” “GOODN,” and “GOODO,” respectively. Investing in our securities involves substantial risks. See “Risk Factors” on page 7 of this prospectus, and any similar section contained in the applicable prospectus supplement concerning factors you should consider before investing in our securities. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. ABOUT THIS PROSPECTUS 1 FORWARD-LOOKING STATEMENTS 2 PROSPECTUS SUMMARY 4 RISK FACTORS 7 USE OF PROCEEDS 8 DESCRIPTION OF CAPITAL STOCK 9 DESCRIPTION OF DEBT SECURITIES 20 DESCRIPTION OF DEPOSITARY SHARES 27 DESCRIPTION OF SUBSCRIPTION RIGHTS 30 BOOK ENTRY PROCEDURES AND SETTLEMENT 31 CERTAIN PROVISIONS OF MARYLAND LAW AND OF OUR CHARTER AND BYLAWS 32 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS 38 PLAN OF DISTRIBUTION 62 LEGAL MATTERS 66 EXPERTS 66 WHERE YOU CAN FIND MORE INFORMATION 66 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 67 This prospectus is part of a registration statement on Form S-3 that we filed with the SEC, using a “shelf” registration process for the delayed offering and sale of securities pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). Under this shelf registration statement, we may, over time, sell any combination of the securities described in this prospectus in one or more offerings. Under the shelf registration process, we may, over time, sell any combination of the securities described in this prospectus in one or more offerings up to a total dollar amount of $1.3 billion, as described in this prospectus. This prospectus only provides you with a general description of the securities that we may offer. As allowed by SEC rules, this prospectus does not contain all of the information that you can find in the registration statement or the exhibits thereto. For further information, we refer you to the registration statement, including any amendments thereto, including its exhibits. We will not use this prospectus to offer and sell securities unless it is accompanied by a prospectus supplement that more fully describes the securities being offered and the terms of such offering. Any accompanying prospectus supplement or free writing prospectus may also update, amend or supersede other information contained in this prospectus. Before purchasing any securities, you should carefully read this prospectus, any accompanying prospectus supplement and any free writing prospectus together with the information incorporated or deemed to be incorporated by reference herein as described under the heading “Where You Can Find More Information” belowfacilities.
Appears in 1 contract
Sources: Capital on Demand Sales Agreement
EXPERTS. The Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in the Report of Management on Internal Control over Financial Reporting) incorporated in this prospectus supplement by reference to the our Annual Report on Form 10-K for the year ended December 31, 2023 have been so incorporated 2019, and the effectiveness of our internal control over financial reporting as of December 31, 2019, as set forth in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. SEC rules allow us to “incorporate by reference” the information we file with the SECtheir reports, which means that we can disclose important information to you by referring you to those documents filed separately with the SEC. The information are incorporated by reference in this prospectus supplement and elsewhere in the accompanying prospectus is considered to be part of this prospectus supplement and the accompanying prospectus, and the information we file subsequently with the SEC prior to the completion of this offering will automatically update and supersede such informationregistration statement. We previously filed the following documents with the SEC and such filings Our financial statements are incorporated by reference into this prospectus supplement in reliance on Ernst & Young LLP’s reports, given on their authority as experts in accounting and auditing. We file annual, quarterly and current reports, proxy statements and other information with the accompanying prospectus: • SEC. Our SEC filings are available to the public over the Internet at the SEC’s website at ▇▇▇.▇▇▇.▇▇▇. Our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed February 21, 2024 (including portions of ourDefinitive Proxy Statement for the 2024 Annual Meeting of Stockholders incorporated therein by reference); and • The description of our common stock, which is filed as Exhibit 4.7 to our Annual Report on Form10-K for the fiscal year ended December 31, 2023, which updates the description contained in our Registration Statement on Form 8-A, filed August 12, 2003, as updated through subsequently filed reports. We also incorporate by reference into this prospectus supplement additional documents that we may file with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, from the date of this prospectus supplement until all of the securities offered by this prospectus supplement have been sold or the offering of these securities is otherwise terminated, provided, however, that information “furnished” under Item 2.02 or Item 7.01 of Form 8-K or other information “furnished” to the SEC which is not deemed filed is not incorporated by reference in this prospectus supplement and in the accompanying prospectus. Information that we subsequently file with the SEC as aforesaid will automatically update and may supersede information in this prospectus supplement and the accompanying prospectus and information that we previously filed with the SEC. You may obtain copies of any of these filings from us as described below, through the SEC’s website as described above. Documents incorporated by reference are available without charge, excluding all exhibits unless an exhibit has been specifically incorporated by reference into this prospectus supplement, by writing or calling our Investor Relations Department at the following address and telephone number: Investor Relations Gladstone Commercial Corporation ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ Copies of our annual report on Form 10-K, quarterly reports Quarterly Reports on Form 10-Q, current reports and Current Reports on Form 8-K, proxy statements and amendments, if any, including any amendments to those reports filed reports, and other information that we file with or furnished with furnish to the SEC pursuant to Section 13(a) or 15(d) of the Securities Exchange Act are available of 1934, as amended, can also be accessed free of charge through on our website at ▇▇▇.▇▇▇▇▇▇.▇▇▇ under “Investors — Financial Information — SEC Filings.” These filings will be available as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. We have filed with the SEC a registration statement under the Securities Act of 1933, as amended, relating to the offering of these securities. The registration statement, including the attached exhibits, contains additional relevant information about us and the securities. This prospectus does not contain all of the information set forth in the registration statement. You can obtain a copy of the registration statement, at prescribed rates, from the SEC at the address listed above. The registration statement and the documents referred to below under “Incorporation by Reference” are also available on our website, ▇▇▇▇▇▇▇.▇▇▇▇▇▇.▇▇▇. A request for any of these reports may also be submitted to us We have not incorporated by sending a written request addressed to Investor Relations, Gladstone Commercial Corporation, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, VA 22102, or by calling our toll-free investor relations line at ▇-▇▇▇-▇▇▇-▇▇▇▇. The reference into this prospectus the information located on, or accessible fromthat can be accessed through, our website is notwebsite, and shall you should not consider it to be deemed to be, except as described below, a part of this prospectus supplement or the accompanying prospectus or incorporated into any other filings that we make with the SEC. The SEC also maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at ▇▇▇prospectus.▇▇▇.▇▇▇. We have filed with the SEC a “shelf” registration statement on Form S-3 under the Securities Act relating to the securities that may be offered by the accompanying prospectus. Such prospectus is a part of that registration statement, but does not contain all of the information in the registration statement. We have omitted parts of the registration statement in accordance with the rules and regulations of the SEC. For more detail about us and any securities that may be offered by such prospectus, you may examine the registration statement on Form S-3 and the exhibits filed with it at the locations listed in the previous paragraph. We may offer and sell, from time to time, one or more series or classes of common stock, preferred stock, debt securities, depositary shares and subscription rights (collectively, the “securities”). We may offer these securities with an aggregate initial public offering price of up to $1.3 billion, or its equivalent in a foreign currency based upon the exchange rate at the time of sale, in amounts, at initial prices and on terms determined at the time of the offering. We may offer these securities separately or together, in separate series or classes and in amounts, at prices and on terms described in one or more supplements to this prospectus. We may offer and sell these securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names, and any applicable purchase price, fee, commission or discount arrangement with, between or among them, will be set forth, or will be calculable from the information set forth, in an accompanying prospectus supplement. For more detailed information, see “Plan of Distribution” in this prospectus. No securities may be sold without delivery of an accompanying prospectus supplement describing the method and terms of the offering of those securities. Accordingly, we will deliver this prospectus together with an accompanying prospectus supplement setting forth the specific terms of the securities that we are offering. The specific terms may include limitations on direct or beneficial ownership and restrictions on transfer of the securities offered by this prospectus, in each case as may be appropriate to preserve our status as a real estate investment trust for federal income tax purposes, among other purposes. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with the additional information described under the heading “Incorporation of Certain Documents by Reference” before you make your investment decision. Our shares of common stock, par value $0.001 per share, 6.625% Series E Cumulative Redeemable Preferred Stock, par value $0.001 per share, and 6.00% Series G Cumulative Redeemable Preferred Stock, par value $0.001 per share, trade on the Nasdaq Global Select Market under the trading symbols “GOOD,” “GOODN,” and “GOODO,” respectively. Investing in our securities involves substantial risks. See “Risk Factors” on page 7 of this prospectus, and any similar section contained in the applicable prospectus supplement concerning factors you should consider before investing in our securities. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. ABOUT THIS PROSPECTUS 1 FORWARD-LOOKING STATEMENTS 2 PROSPECTUS SUMMARY 4 RISK FACTORS 7 USE OF PROCEEDS 8 DESCRIPTION OF CAPITAL STOCK 9 DESCRIPTION OF DEBT SECURITIES 20 DESCRIPTION OF DEPOSITARY SHARES 27 DESCRIPTION OF SUBSCRIPTION RIGHTS 30 BOOK ENTRY PROCEDURES AND SETTLEMENT 31 CERTAIN PROVISIONS OF MARYLAND LAW AND OF OUR CHARTER AND BYLAWS 32 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS 38 PLAN OF DISTRIBUTION 62 LEGAL MATTERS 66 EXPERTS 66 WHERE YOU CAN FIND MORE INFORMATION 66 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 67 This prospectus is part of a registration statement on Form S-3 that we filed with the SEC, using a “shelf” registration process for the delayed offering and sale of securities pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). Under this shelf registration statement, we may, over time, sell any combination of the securities described in this prospectus in one or more offerings. Under the shelf registration process, we may, over time, sell any combination of the securities described in this prospectus in one or more offerings up to a total dollar amount of $1.3 billion, as described in this prospectus. This prospectus only provides you with a general description of the securities that we may offer. As allowed by SEC rules, this prospectus does not contain all of the information that you can find in the registration statement or the exhibits thereto. For further information, we refer you to the registration statement, including any amendments thereto, including its exhibits. We will not use this prospectus to offer and sell securities unless it is accompanied by a prospectus supplement that more fully describes the securities being offered and the terms of such offering. Any accompanying prospectus supplement or free writing prospectus may also update, amend or supersede other information contained in this prospectus. Before purchasing any securities, you should carefully read this prospectus, any accompanying prospectus supplement and any free writing prospectus together with the information incorporated or deemed to be incorporated by reference herein as described under the heading “Where You Can Find More Information” below.
Appears in 1 contract
Sources: At the Market Offering Agreement