8-K 1 d834999d8k.htm 8-K 8-K





Washington, DC 20549







Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 12, 2020 (May 11, 2020)



Gladstone Land Corporation

(Exact Name of Registrant as Specified in Charter)




Maryland   001-35795   54-1892552

(State or Other Jurisdiction

of Incorporation)



File Number)


(IRS Employer

Identification No.)


1521 Westbranch Drive, Suite 100

McLean, Virginia

(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (703) 287-5800



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class


Trading Symbol(s)


Name of each exchange on which registered

Common Stock, $0.001 par value per share   LAND   The Nasdaq Stock Market, LLC
6.375% Series A Cumulative Term Preferred Stock, $0.001 par value per share   LANDP   The Nasdaq Stock Market, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐




Item 1.01.

Entry into a Material Definitive Agreement.

On May 12, 2020, Gladstone Land Corporation, a Maryland corporation (the “Company”), and its operating partnership, Gladstone Land Limited Partnership, a majority-owned, consolidated subsidiary of the Company and a Delaware limited partnership (the “Operating Partnership”), entered into separate Equity Distribution Agreements (each a “Sales Agreement” and together, the “Sales Agreements”) with each of Virtu Americas LLC (“Virtu”) and Ladenburg Thalmann & Co. Inc. (“Ladenburg”) (Virtu and Ladenburg each a “Sales Agent” and together, the “Sales Agents”), pursuant to which the Company may sell shares of its common stock, par value $0.001 per share (“Common Stock”), having an aggregate offering price of up to $100.0 million (the “Shares”), from time to time through the Sales Agents, acting as sales agents and/or principals.

Pursuant to the Sales Agreements and subject to the terms of a written notice from the Company, the Shares may be offered and sold through each Sales Agent, acting separately, in transactions that are deemed to be “at the market offerings,” as defined in Rule 415(a) under the Securities Act of 1933, as amended, including without limitation sales made directly on The Nasdaq Global Market, on any other existing trading market for the Shares or to or through a market maker or by any other method permitted by law, including in privately negotiated transactions. Under the Sales Agreements, each Sales Agent will be entitled to compensation of up to 3.0% of the gross proceeds of the Shares its sells from time to time under its respective Sales Agreement. Subject to the terms and conditions of the respective Sales Agreements, the Sales Agents will use their commercially reasonable efforts to sell on the Company’s behalf any Shares to be offered by the Company under each Sales Agreement. The Company has no obligation to sell any of the Shares under the Sales Agreements, and the Company or each Sales Agent may at any time suspend solicitations and offers under the respective Sales Agreements.

The Shares will be issued pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-236943), as amended or replaced from time to time. The Company has filed a prospectus supplement, dated May 12, 2020, to the prospectus, dated April 1, 2020, with the Securities and Exchange Commission in connection with the offer and sale of the Shares.

The foregoing description of the Sales Agreements is not complete and is qualified in its entirety by reference to the Sales Agreements, copies of which are filed as Exhibit 1.1 and Exhibit 1.2 and are incorporated herein by reference. In connection with the foregoing, the Company is filing as Exhibit 5.1 to this Current Report on Form 8-K the opinion of Venable LLP, its Maryland counsel, with respect to the legality of the Shares to be sold pursuant to the Sales Agreements.


Item 1.02.

Termination of a Material Definitive Agreement.

As previously disclosed in Current Reports on Form 8-K filed by the Company, the Company and the Operating Partnership previously entered into (i) that certain Controlled Equity OfferingSM Sales Agreement, dated August 7, 2015, with Ladenburg, as amended; (ii) that certain Equity Distribution Agreement, dated December 27, 2019, with Virtu; and (iii) that certain Controlled Equity OfferingSM Sales Agreement, dated August 7, 2015, with Cantor Fitzgerald & Co., as amended (collectively, the “Prior Sales Agreements”). In connection with the Company’s entry into the Sales Agreements, the Company terminated the Prior Sales Agreements in accordance with the terms thereof, in each case effective as of May 11, 2020.


Item 9.01.

Financial Statements and Exhibits.








  1.1    Equity Distribution Agreement, dated May 12, 2020, by and among Gladstone Land Corporation, Gladstone Land Limited Partnership, and Ladenburg Thalmann & Co. Inc.
  1.2    Equity Distribution Agreement, dated May 12, 2020, by and among Gladstone Land Corporation, Gladstone Land Limited Partnership, and Virtu Americas LLC.
  5.1    Opinion of Venable LLP regarding the legality of shares.
23.1    Consent of Venable LLP (included in Exhibit 5.1).


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


    Gladstone Land Corporation
May 12, 2020     By:  

/s/ Lewis Parrish

      Lewis Parrish
      Chief Financial Officer