GLADSTONE COMMERCIAL CORP 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Sales of Unregistered Securities As partial consideration in connection with the acquisition of a $5.6 million asset located in Fort Payne, Alabama on September 20, 2022, the Operating Partnership issued 134,474 OP Units, constituting an aggregate fair value of approximately $2.4 million as of the acquisition date. With regard to the OP Units issued in connection with the transaction, following a one-year holding period, the OP Units will be redeemable for cash or, at the Company’s discretion, exchangeable for shares of the Company’s common stock, in accordance with the terms of the Operating Partnership’s partnership agreement. The issuance of the OP Units pursuant to the related contribution agreement was consummated without registration under the Securities Act in reliance upon the exemption from registration in Section 4(a)(2) of the Securities Act as transactions not involving any public offering. No sales commission or other consideration was paid in connection with the sale. Issuer Purchases of Equity Securities None. Item 3. Defaults Upon Senior Securities None. Item 4. Mine Safety Disclosures Not applicable.