Item 1.01. Entry into a Material Definitive Agreement
On August 15, 2022, Gladstone Investment Corporation (the “Company”) entered into separate sales agreements, each dated August 15, 2022
(collectively, the “Sales Agreements”), with Gladstone Management Corporation, Gladstone Administration, LLC, and Oppenheimer & Co. Inc. and Virtu Americas LLC (each, a “Sales Agent” and, collectively, the “Sales
Agents”), providing for the issuance of up to an aggregate of $50 million of its common stock, par value $0.001 per share (the “Shares”). The Shares will be offered pursuant to the Company’s registration statement on Form N-2 (File No. 333-259302) declared effective by the Securities and Exchange Commission on October 15, 2021 and the base prospectus dated October 15, 2021 and
prospectus supplement dated August 15, 2022. Subject to the terms of the Sales Agreements, the Sales Agents are not required to sell any specific number or dollar amount of securities but will act as the Company’s sales agents using
commercially reasonable efforts consistent with their normal trading and sales practices, on mutually agreed terms between the Sales Agents and the Company.
The Sales Agents will be entitled to compensation under the terms of the Sales Agreements at a commission of up to 2.0% of the gross sales price per Share
sold pursuant to the Sales Agreements. In connection with the sale of Shares on the Company’s behalf, the Sales Agents will be deemed to be “underwriters” within the meaning of the Securities Act of 1933, as amended (the
“Securities Act”), and the compensation of the Sales Agents will be deemed to be underwriting commissions or discounts. The Company has also agreed to provide indemnification and contribution to the Sales Agents against certain civil
liabilities, including liabilities under the Securities Act, and to reimburse the Sales Agents for certain reasonable legal fees and expenses of counsel.
The foregoing description of the Sales Agreements is not complete and is qualified in its entirety by reference to the full text of the Sales Agreements,
which are filed as Exhibits 1.1 and 1.2 to this Current Report on Form 8-K and are incorporated herein by reference.
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.
On August 15, 2022, Kirkland & Ellis LLP delivered its legality opinion with respect to the Shares to be sold pursuant to the
prospectus supplement and accompanying prospectus, which is attached hereto as Exhibit 5.1.