Item 1.01. Entry into a Material Definitive Agreement
On May 10, 2021, Gladstone Capital Corporation (the “Company”) entered into an equity distribution agreement (the “Sales
Agreement”) with Gladstone Management Corporation, Gladstone Administration, LLC and Jefferies LLC, as the sales agent (the “Sales Agent”), in connection with the sale of shares of the Company’s common stock, par value $0.001 per
share (the “Common Stock”), with an aggregate offering price of up to $60.0 million. The Equity Distribution Agreement provides that the Company may offer and sell shares of the Common Stock from time to time through the Sales Agent
in amounts and at times to be determined by the Company (the “Offering”). Actual sales will depend on a variety of factors to be determined by the Company from time to time, including, market conditions and the trading price of the Common
Stock.
Sales of the Company’s common stock, if any, under the Prospectus Supplement and the Base Prospectus may be made by transactions that are
deemed to be part of an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at
negotiated prices. Under the terms of the Sales Agreement, the Sales Agent will receive a commission from the Company of up to 2.0% of the gross sales price of any shares of the Common Stock sold through the Sales Agent under the Sales Agreement.
The Sales Agreement contains customary representations, warranties and agreements of the Company, indemnification rights and other obligations of the parties and termination provisions.
The description above is only a summary of the material provisions of the Sales Agreement and is qualified in its entirety by reference to the full text of
the Sales Agreement, which is attached hereto as Exhibit 1.1 and is incorporated herein by reference.
The Offering is being made pursuant to the
Company’s effective shelf registration statement on Form N-2 (Registration No. 333-228720) previously filed with the SEC, as supplemented by a prospectus
supplement dated May 10, 2021, and the accompanying prospectus dated February 5, 2019. This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any
securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other
jurisdiction.
The Company expects to use the net proceeds from the Offering to repay outstanding indebtedness under debt facilities that the Company may
have in place from time to time, to fund new investment opportunities, and for other general corporate purposes.
