A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 10, 2026
GENERATION INCOME PROPERTIES, INC.
(Exact Name of Registrant as Specified in its Charter)
|
|
|
|
|
Maryland |
|
001-40771 |
|
47-4427295 |
(State or Other Jurisdiction of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
|
|
|
|
401 East Jackson Street, Suite 3300 Tampa, Florida |
|
33602 |
|
|
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including area code: (813)-448-1234
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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, par value $0.01 per share |
|
GIPR |
|
The Nasdaq Stock Market LLC |
Warrants to purchase Common Stock |
|
GIPRW |
|
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
The disclosure under Item 2.01 regarding the Purchase and Sale Agreement (as defined below) is incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets
On May 22, 2026, GIPFL 10002 N Dale Mabry, LLC, an indirect wholly owned subsidiary of Generation Income Properties, Inc. (the “Company”), completed the sale of its Starbucks-occupied net lease retail property located at 10002 N. Dale Mabry Highway in Tampa, Florida (the “Property”), pursuant to a Purchase and Sale Agreement (the “Purchase and Sale Agreement”), entered into effective as of April 10, 2026, by and between GIPFL 10002 N Dale Mabry, LLC, as seller, and Andrew Livingstone, as purchaser, and subsequently assigned to 10002 N Dale Mabry, LLC, a Florida limited liability company, as permitted assignee. The Property was sold for a purchase price of $2,964,000, subject to customary prorations and adjustments, resulting in net proceeds to the Company of $1,959,170.
The foregoing description of the Purchase and Sale Agreement is qualified in its entirety by the full text of the Purchase and Sale Agreement attached to this Current Report on Form 8-K as Exhibit 10.1.
Item 9.01 Financial Statements and Exhibits
(b) Pro Forma Financial Information.
The following unaudited pro forma financial information for the Company is attached as Exhibit 99.1 and incorporated by reference herein (“Unaudited Pro Forma Consolidated Financial Statements”):
•Unaudited Pro Forma Balance Sheet for the Company as of March 31, 2026
•Unaudited Pro Forma Condensed Consolidated Statement of Operations for the three months ended March 31, 2026
•Unaudited Pro Forma Condensed Consolidated Statement of Operations for the year ended December 31, 2025
The pro forma financial information is based on the historical financial statements of the Company and gives effect to the sale of the Property as if the sale had occurred on January 1, 2025 for the purposes of the unaudited pro forma condensed consolidated statements of operations, and as of March 31, 2026 for the purposes of the unaudited pro forma condensed consolidated balance sheet.
(c) Exhibits
|
|
|
Exhibit No. |
|
Description |
|
|
|
10.1 |
|
Purchase and Sale Agreement, entered into effective April 10, 2026, by and between GIPFL 10002 N Dale Mabry, LLC and Andrew Livingstone. |
99.1 |
|
Unaudited Pro Forma Consolidated Financial Statements. |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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.
|
|
|
|
|
|
|
GENERATION INCOME PROPERTIES, INC. |
|
|
|
Date: May 22, 2026 |
|
By: |
|
/s/ Ron Cook |
|
|
|
|
Ron Cook |
|
|
|
|
VP Finance and Accounting |
Exhibit 99.1
Generation Income Properties Inc.
Overview of Unaudited Pro Forma Consolidated Financial Statements
The following unaudited pro forma condensed consolidated financial information of Generation Income Properties, Inc. (the “Company”) gives effect to the disposition of a Starbucks-occupied single-tenant net-leased retail property completed on May 22, 2026 (the “Disposition”). The Company, through its indirect wholly owned subsidiary GIPFL 10002 N Dale Mabry, LLC, sold the property located at 10002 N. Dale Mabry Highway, Tampa, Florida to 10002 N Dale Mabry, LLC, a Florida limited liability company (Andrew R. Livingstone, Manager), as permitted assignee of Andrew Livingstone under the Purchase and Sale Agreement, for a purchase price of $2,964,000, resulting in net proceeds to the Company of $1,959,170 after customary prorations and adjustments.
The unaudited pro forma condensed consolidated balance sheet as of March 31, 2026 gives effect to the Disposition as if it had occurred on March 31, 2026. The unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2025 and for the three months ended March 31, 2026 give effect to the Disposition as if it had occurred on January 1, 2025.
The unaudited pro forma condensed consolidated financial information has been prepared in accordance with Article 11 of Regulation S-X and is based on the Company’s historical consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026.
The unaudited pro forma condensed consolidated financial information reflects adjustments that are directly attributable to the Disposition and factually supportable. The adjustments reflected in the unaudited pro forma condensed consolidated statements of operations are also expected to have a continuing impact on the Company’s results of operations. The pro forma adjustments include, among other things:
•removal of revenues and expenses associated with the disposed properties;
•elimination of depreciation and amortization related to the disposed properties; and
•removal of the related real estate assets and liabilities in the pro forma balance sheet.
The unaudited pro forma condensed consolidated financial information has been prepared for illustrative purposes only and does not purport to represent what the Company’s financial position or results of operations would have been had the Dispositions occurred on the dates indicated. The unaudited pro forma condensed consolidated financial information also should not be considered representative of the Company’s future financial position or results of operations.
The unaudited pro forma condensed consolidated financial information should be read in conjunction with the accompanying notes and the Company’s historical consolidated financial statements and related notes incorporated by reference herein.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Generation Income Properties, Inc. |
|
Pro Forma Consolidated Balance Sheet |
|
March 31, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Historical |
|
|
Starbucks |
|
|
Pro Forma |
|
|
(unaudited) |
|
|
Tampa, FL |
|
|
(unaudited) |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments in real estate |
|
|
|
|
|
|
|
|
|
|
|
Land |
$ |
|
19,630,821 |
|
|
$ |
|
(1,443,262 |
) |
|
$ |
|
18,187,559 |
|
Building and site improvements |
|
|
63,882,423 |
|
|
|
|
(723,763 |
) |
|
|
|
63,158,660 |
|
Acquired tenant improvements |
|
|
2,265,766 |
|
|
|
|
(20,504 |
) |
|
|
|
2,245,262 |
|
Acquired lease intangible assets |
|
|
9,218,135 |
|
|
|
|
(112,830 |
) |
|
|
|
9,105,305 |
|
Less: accumulated depreciation and amortization |
|
|
(15,400,673 |
) |
|
|
|
308,379 |
|
|
|
|
(15,092,294 |
) |
Net real estate investments |
$ |
|
79,596,472 |
|
|
$ |
|
(1,991,980 |
) |
|
$ |
|
77,604,492 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
289,468 |
|
|
|
|
(324 |
) |
|
|
|
289,144 |
|
Restricted cash |
|
|
34,500 |
|
|
|
|
- |
|
|
|
|
34,500 |
|
Deferred rent asset |
|
|
380,291 |
|
|
|
|
- |
|
|
|
|
380,291 |
|
Prepaid expenses |
|
|
164,844 |
|
|
|
|
(3,565 |
) |
|
|
|
161,279 |
|
|
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
Prepaid guaranty fees - related party |
|
|
- |
|
|
|
|
- |
|
|
|
|
- |
|
Accounts receivable |
|
|
3,907 |
|
|
|
|
390 |
|
|
|
|
4,297 |
|
Escrow deposits and other assets |
|
|
753,127 |
|
|
|
|
(4,944 |
) |
|
|
|
748,183 |
|
Held for sale assets |
|
|
1,083,054 |
|
|
|
|
- |
|
|
|
|
1,083,054 |
|
Right-of-use asset, net |
|
|
5,969,795 |
|
|
|
|
- |
|
|
|
|
5,969,795 |
|
Total Assets |
$ |
|
88,275,458 |
|
|
$ |
|
(2,000,423 |
) |
|
$ |
|
86,275,035 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
Accounts payable |
$ |
|
1,614,169 |
|
|
$ |
|
(23,755 |
) |
|
|
|
1,590,414 |
|
Accrued expenses |
|
|
1,494,566 |
|
|
|
|
(17,421 |
) |
|
|
|
1,477,145 |
|
Accrued expense - related party |
|
|
1,063,501 |
|
|
|
|
- |
|
|
|
|
1,063,501 |
|
Acquired lease intangible liabilities, net |
|
|
1,353,103 |
|
|
|
|
(2,433 |
) |
|
|
|
1,350,670 |
|
Deferred rent liability |
|
|
137,942 |
|
|
|
|
- |
|
|
|
|
137,942 |
|
Lease liability, net |
|
|
6,529,157 |
|
|
|
|
- |
|
|
|
|
6,529,157 |
|
Loan payable - related party |
|
|
6,721,429 |
|
|
|
|
- |
|
|
|
|
6,721,429 |
|
Mortgage loans, net of unamortized debt issuance costs and debt discount |
|
|
47,337,648 |
|
|
|
|
(772,708 |
) |
|
|
|
46,564,940 |
|
Derivative liabilities |
|
|
279,578 |
|
|
|
|
- |
|
|
|
|
279,578 |
|
Total liabilities |
$ |
|
66,531,093 |
|
|
$ |
|
(816,317 |
) |
|
$ |
|
65,714,776 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Redeemable Non-Controlling Interests |
$ |
|
26,966,173 |
|
|
$ |
|
(1,959,170 |
) |
|
$ |
|
25,007,003 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders' Equity |
|
|
|
|
|
|
|
|
|
|
|
Common stock, $0.01 par value, 100,000,000 shares authorized; 7,882,731 shares issued and 5,979,661 outstanding at March 31, 2026. |
$ |
|
59,400 |
|
|
$ |
|
- |
|
|
$ |
|
59,400 |
|
Additional paid-in capital |
|
|
30,075,515 |
|
|
|
|
(1,109,570 |
) |
|
|
|
28,965,945 |
|
Accumulated deficit |
|
|
(35,749,584 |
) |
|
|
|
1,884,634 |
|
|
|
|
(33,864,950 |
) |
Total Generation Income Properties, Inc. Stockholders' Equity |
$ |
|
(5,614,669 |
) |
|
$ |
|
775,064 |
|
|
$ |
|
(4,839,605 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Non-Controlling Interest |
|
|
392,861 |
|
|
|
|
- |
|
|
|
|
392,861 |
|
Total equity |
$ |
|
(5,221,808 |
) |
|
$ |
|
775,064 |
|
|
$ |
|
(4,446,744 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities and Equity |
$ |
|
88,275,458 |
|
|
$ |
|
(2,000,423 |
) |
|
$ |
|
86,275,035 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Generation Income Properties, Inc. |
|
Pro Forma Consolidated Statement of Operations |
|
For the Three Months Ended March 31, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Historical |
|
|
Starbucks |
|
|
Pro Forma |
|
|
(unaudited) |
|
|
Tampa, FL |
|
|
(unaudited) |
|
Revenue |
|
|
|
|
|
|
|
|
|
|
|
Rental income |
$ |
|
2,173,736 |
|
|
$ |
|
(42,010 |
) |
|
$ |
|
2,131,726 |
|
Other income |
|
|
10,468 |
|
|
|
|
- |
|
|
|
|
10,468 |
|
Total revenue |
$ |
|
2,184,204 |
|
|
$ |
|
(42,010 |
) |
|
$ |
#REF! |
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses |
|
|
|
|
|
|
|
|
|
|
|
General and administrative expense |
$ |
|
406,443 |
|
|
$ |
|
(225 |
) |
|
$ |
|
406,218 |
|
Building expenses |
|
|
509,738 |
|
|
|
|
(5,937 |
) |
|
|
|
503,801 |
|
Depreciation and amortization |
|
|
1,134,428 |
|
|
|
|
(18,379 |
) |
|
|
|
1,116,049 |
|
Interest expense, net |
|
|
981,598 |
|
|
|
|
(10,968 |
) |
|
|
|
970,630 |
|
Compensation Costs |
|
|
388,689 |
|
|
|
|
- |
|
|
|
|
388,689 |
|
Total expenses |
$ |
|
3,420,896 |
|
|
$ |
|
(35,509 |
) |
|
$ |
|
3,385,387 |
|
Operating (loss) income |
|
|
(1,236,692 |
) |
|
|
|
(6,501 |
) |
|
|
|
(1,243,193 |
) |
Other expense |
|
|
(237 |
) |
|
|
|
- |
|
|
|
|
(237 |
) |
Gain on derivative valuation |
|
|
155,851 |
|
|
|
|
- |
|
|
|
|
155,851 |
|
Loss on transfer of LLC interests in satisfaction of debt |
|
|
(185,069 |
) |
|
|
|
- |
|
|
|
|
(185,069 |
) |
Net loss |
$ |
|
(1,266,147 |
) |
|
$ |
|
(6,501 |
) |
|
$ |
|
(1,272,648 |
) |
Less: Net income attributable to non-controlling interests |
|
|
864,988 |
|
|
|
|
- |
|
|
|
|
864,988 |
|
Net loss attributable to Generation income Properties, Inc. |
$ |
|
(2,131,135 |
) |
|
$ |
|
(6,501 |
) |
|
$ |
|
(2,137,636 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Total Weighted Average Shares of Common Stock Outstanding - Basic & Diluted |
|
|
6,814,332 |
|
|
|
|
|
|
|
|
6,814,332 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic & Diluted Loss Per Share Attributable to Common Stockholders |
$ |
|
(0.31 |
) |
|
|
|
|
|
$ |
|
(0.31 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Generation Income Properties, Inc. |
|
Pro Forma Consolidated Statement of Operations |
|
For the Year Ended December 31, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Historical |
|
|
Starbucks |
|
|
Pro Forma |
|
|
(unaudited) |
|
|
Tampa, FL |
|
|
(unaudited) |
|
Revenue |
|
|
|
|
|
|
|
|
|
|
|
Rental income |
$ |
|
9,698,991 |
|
|
$ |
|
(173,355 |
) |
|
$ |
|
9,525,636 |
|
Other income |
|
|
40,951 |
|
|
|
|
(59 |
) |
|
|
|
40,892 |
|
Total revenue |
$ |
|
9,739,942 |
|
|
$ |
|
(173,414 |
) |
|
$ |
|
9,566,528 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses |
|
|
|
|
|
|
|
|
|
|
|
General and administrative expense |
$ |
|
2,191,051 |
|
|
$ |
|
(1,693 |
) |
|
$ |
|
2,189,358 |
|
Building expenses |
|
|
2,529,527 |
|
|
|
|
(24,932 |
) |
|
|
|
2,504,595 |
|
Depreciation and amortization |
|
|
4,995,717 |
|
|
|
|
(73,517 |
) |
|
|
|
4,922,200 |
|
Interest expense, net |
|
|
5,771,280 |
|
|
|
|
(57,421 |
) |
|
|
|
5,713,859 |
|
Compensation Costs |
|
|
1,240,282 |
|
|
|
|
- |
|
|
|
|
1,240,282 |
|
Total expenses |
$ |
|
16,727,857 |
|
|
$ |
|
(157,563 |
) |
|
$ |
|
16,570,294 |
|
Operating (loss) income |
|
|
(6,987,915 |
) |
|
|
|
(15,851 |
) |
|
|
|
(7,003,766 |
) |
Other expense |
|
|
(287 |
) |
|
|
|
50 |
|
|
|
|
(237 |
) |
Loss on derivative valuation |
|
|
(335,344 |
) |
|
|
|
- |
|
|
|
|
(335,344 |
) |
Dead deal expense |
|
|
(75,502 |
) |
|
|
|
- |
|
|
|
|
(75,502 |
) |
Loss on extinguishment of debt |
|
|
(926,398 |
) |
|
|
|
|
|
|
|
|
Gain on sale of property |
|
|
1,936,446 |
|
|
|
|
|
|
|
|
|
Net loss |
$ |
|
(6,389,000 |
) |
|
$ |
|
(15,801 |
) |
|
$ |
|
(6,404,801 |
) |
Less: Net income attributable to non-controlling interests |
|
|
3,951,904 |
|
|
|
|
- |
|
|
|
|
3,951,904 |
|
Net loss attributable to Generation income Properties, Inc. |
$ |
|
(10,340,904 |
) |
|
$ |
|
(15,801 |
) |
|
$ |
|
(10,356,705 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Total Weighted Average Shares of Common Stock Outstanding - Basic & Diluted |
|
|
5,165,879 |
|
|
|
|
|
|
|
|
5,165,879 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic & Diluted Loss Per Share Attributable to Common Stockholders |
$ |
|
(2.00 |
) |
|
|
|
|
|
$ |
|
(2.00 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Generation Income Properties Inc.
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
Note 1 – Basis of Presentation
The unaudited pro forma condensed consolidated financial statements are presented in accordance with Article 11 of Regulation S-X and give effect to the disposition of a Starbucks-occupied single-tenant net-leased retail property located at 10002 N. Dale Mabry Highway, Tampa, Florida, completed on May 22, 2026 (the “Disposition”), as described in the accompanying Overview of Unaudited Pro Forma Condensed Consolidated Financial Statements.
The unaudited pro forma condensed consolidated balance sheet as of March 31, 2026 is presented as if the Disposition occurred on that date. The unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2025 and for the three months ended March 31, 2026 are presented as if the Dispositions occurred on January 1, 2025.
The pro forma adjustments are based on currently available information and assumptions that management believes are reasonable.
The unaudited pro forma condensed consolidated financial statements are presented for informational purposes only and are not necessarily indicative of what the Company’s consolidated financial position or results of operations would have been had the Disposition been completed on the dates assumed, nor are they necessarily indicative of future consolidated financial condition, results of operations, or cash flows.
Note 2 – Pro Forma Adjustments
The following pro forma adjustments are directly attributable to the Disposition and are factually supportable.
(a) Removal of Net Real Estate Assets and Related Equity Impact
Represents the removal of the historical carrying values of the disposed properties, including land, buildings and improvements, tenant improvements, and accumulated depreciation. The resulting difference between the net book value and the estimated sales proceeds, net of estimated closing costs and other transaction-related adjustments, is reflected as an adjustment to retained earnings within stockholders’ equity in the unaudited pro forma condensed consolidated balance sheet.
(b) Removal of Property-Level Indebtedness
Represents the removal of mortgage debt secured by the disposed properties that was repaid in connection with the Disposition, including the elimination of any unamortized deferred financing costs associated with the extinguished debt.
(c) Removal of Historical Operating Results
Represents the elimination of rental revenues, property operating expenses, and depreciation and amortization associated with the disposed properties for the periods presented, as the pro forma financial statements assume the Disposition occurred on January 1, 2025.
(d) Removal of Interest Expense Associated with Property-Level Debt
Represents the elimination of interest expense associated with the mortgage debt secured by the disposed properties for the periods presented, as such debt was repaid in connection with the Disposition.
