Item 1.01. Entry into a Material Definitive Agreement.
Dealer Manager Agreement
On
February 20, 2020, Gladstone Commercial Corporation, a Maryland corporation (the Company), entered into a dealer manager agreement (the Dealer Manager Agreement), with Gladstone Securities, LLC, a Connecticut limited
liability company and affiliate of the Company (the Dealer Manager), whereby the Dealer Manager will serve as the Companys exclusive dealer manager in connection with the Companys offering (the Offering) of up to
(i) 20,000,000 shares of 6.00% Series F Cumulative Redeemable Preferred Stock of the Company, par value $0.001 per share (the Series F Preferred Stock), on a reasonable best efforts basis (the Primary Offering),
and (ii) 6,000,000 shares of Series F Preferred Stock pursuant to the Companys distribution reinvestment plan (the DRIP) to those holders of the Series F Preferred Stock who participate in such DRIP. The Series F Preferred Stock is
registered with the SEC pursuant to a registration statement on Form S-3 (File No. 333-236143), as the same may be amended and/or supplemented (the
Registration Statement), under the Securities Act of 1933, as amended, and will be offered and sold pursuant to a prospectus supplement, dated February 20, 2020, and a base prospectus dated February 11, 2020 relating to the
Registration Statement (the Prospectus).
Under the Dealer Manager Agreement, the Dealer Manager will provide certain
sales, promotional and marketing services to the Company in connection with the Offering, and the Company will pay the Dealer Manager (i) selling commissions of 6.0% of the gross proceeds from sales of Series
F Preferred Stock in the Primary Offering (the Selling Commissions), and (ii) a dealer manager fee of 3.0% of the gross proceeds from sales of Series F Preferred Stock in the Primary Offering (the Dealer Manager
Fee). No Selling Commissions or Dealer Manager Fee shall be paid with respect to Shares sold pursuant to the DRIP. The Dealer Manager may, in its sole discretion, reallow a portion of the Dealer Manager Fee to participating
broker-dealers in support of the Offering.
The terms of the Dealer Manager Agreement were approved by the Companys board of
directors (the Board), including all of its independent directors.
Pursuant to the Dealer Manager Agreement, the Company
has agreed to indemnify the Dealer Manager and participating broker-dealers, and the Dealer Manager has agreed to indemnify the Company, against certain losses, claims, damages and liabilities, including but not limited to those arising
out of (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any post-effective amendment thereto or in the prospectus, (ii) the omission or alleged omission to state in the
Registration Statement (including the prospectus as a part thereof) or any post-effective amendment thereto a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) any untrue statement
or alleged untrue statement of a material fact contained in the prospectus or the omission or alleged omission to state therein a material act required to be stated therein or necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.
The foregoing description of the Dealer Manager Agreement is a
summary and is qualified in its entirety by the terms of Dealer Manager Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated by reference
herein.
Amendment to Operating Partnership Agreement
On February 20, 2020, Gladstone Commercial Limited Partnership (the Operating Partnership), a Delaware limited partnership
controlled by the Company through its ownership of GCLP Business Trust II, the general partner of the Operating Partnership, adopted the Second Amendment to its Second Amended and Restated Agreement of Limited Partnership, including Exhibit SFP
thereto (collectively, the Amendment), as amended from time to time, establishing the rights, privileges and preferences of 6.00% Series F Cumulative Redeemable Preferred Units, a newly-designated class of limited partnership interests
(the Series F Preferred Units). The Amendment provides for the Operating Partnerships establishment and issuance of an equal number of Series F Preferred Units as are issued shares of Series F Preferred Stock by the Company in
connection with the Offering upon the Companys contribution to the Operating Partnership of the net proceeds of the Offering. Generally, the Series F Preferred Units provided for under the Amendment have preferences, distribution rights and
other provisions substantially equivalent to those of the Series F Preferred Stock.
The foregoing description of the Amendment is a
summary and is qualified in its entirety by the terms of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.