Item 1.01. Entry Into a Material Definitive Agreement

On December 19, 2019, Gladstone Investment Corporation (the "Company") entered into separate sales agreements, each dated December 19, 2019 (collectively the "Sales Agreements"), with Gladstone Management Corporation, Gladstone Administration, LLC and Wedbush Securities Inc., Cantor Fitzgerald & Co. and Ladenburg Thalmann & Co. Inc. (each a "Sales Agent" and, collectively, the "Sales Agents"), providing for the issuance of up to $35 million of shares of the Company's common stock, par value $0.001 per share. The shares will be offered pursuant to the Company's registration statement on Form N-2 (File No. 333-232124) declared effective by the Securities and Exchange Commission on July 24, 2019 and the base prospectus dated July 24, 2019 and prospectus supplement dated December 19, 2019. Subject to the terms of the Sales Agreements, the Sales Agents are not required to sell any specific number or dollar amounts 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 of the Company's common stock sold pursuant to the Sales Agreements. In connection with the sale of the Company's common stock on its 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.

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 attached hereto as Exhibits 1.1, 1.2 and 1.3 and 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 December 19, 2019, Proskauer Rose LLP delivered its legality opinion with respect to the shares of the Company's common stock to be sold pursuant to the prospectus and accompanying prospectus supplement, which is attached hereto as Exhibit 5.1.

Item 9.01. Financial Statements and Exhibits



(d) Exhibits.



Exhibit
  No.                                    Description

 1.1          Sales Agreement, dated as of December 19, 2019, by and among the
            Company, Gladstone Management Corporation, Gladstone Administration,
            LLC and Wedbush Securities Inc., as sales agent.

 1.2          Controlled Equity OfferingSM Sales Agreement, dated as of December
            19, 2019, by and among the Company, Gladstone Management Corporation,
            Gladstone Administration, LLC and Cantor Fitzgerald & Co., as sales
            agent.

 1.3          Sales Agreement, dated as of December 19, 2019, by and among the
            Company, Gladstone Management Corporation, Gladstone Administration,
            LLC and Ladenburg Thalmann & Co. Inc., as sales agent.

 5.1          Opinion of Proskauer Rose LLP, dated December 19, 2019.

23.1          Consent of Proskauer Rose LLP (included in Exhibit 5.1).

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