Generation Income faces Nasdaq delisting risk

Generation Income Properties, Inc. received a Nasdaq notice on February 5, 2026 that its request for continued listing on The Nasdaq Capital Market has been denied because it no longer meets continued listing standards.

Rhea-AI Filing Summary

Generation Income Properties, Inc. received a Nasdaq notice on February 5, 2026 that its request for continued listing on The Nasdaq Capital Market has been denied because it no longer meets continued listing standards.

Nasdaq Listing Rule 5550(b)(1) requires at least $2,500,000 in stockholders’ equity. In its Form 10-Q for the quarter ended June 30, 2025, the company reported a stockholders’ equity deficit of ($965,694), and it also does not meet Nasdaq’s alternative standards for market value of listed securities of $35 million or net income from continuing operations of $500,000.

Unless the company appeals by February 12, 2026, trading in its common stock and warrants is set to be suspended at the opening of business on February 17, 2026, followed by a Form 25-NSE to remove the securities from Nasdaq. The company plans to request a hearing before a Nasdaq Hearings Panel, which is expected to stay delisting at least until the hearing process concludes, but there is no assurance the appeal will succeed or that the company can regain and maintain compliance.

Positive

• None.

Negative

• Nasdaq denial of continued listing: Staff determined Generation Income Properties’ plan did not show a definitive, near-term path to meet and sustain Nasdaq Capital Market listing standards, creating a concrete risk of delisting.
• Potential suspension and delisting dates: Absent an appeal by February 12, 2026, trading in the company’s common stock and warrants would be suspended February 17, 2026, with a Form 25-NSE to remove the securities from Nasdaq.
• Weakened equity position and alternative standard failures: The company reported a stockholders’ equity deficit of ($965,694) versus the $2,500,000 minimum, and does not meet Nasdaq’s alternative thresholds for market value or net income.
• Capital markets and contractual risks: The company notes that delisting could impair its ability to raise capital and could trigger defaults and penalties under outstanding agreements or securities.

Insights

Equity & Listing Standards Analyst

Nasdaq has moved toward delisting Generation Income Properties after equity and performance shortfalls.

Generation Income Properties no longer satisfies Nasdaq Capital Market standards, with a reported stockholders’ equity deficit of ($965,694) versus the required minimum equity of $2,500,000. It also fails the alternative standards for a $35 million market value of listed securities or $500,000 in net income from continuing operations.

On February 5, 2026, Nasdaq staff denied the company’s plan to regain compliance, citing the absence of a definitive, near-term path to meeting and sustaining listing requirements. Unless appealed by February 12, 2026, trading of the common stock and warrants will be suspended on February 17, 2026 and a Form 25-NSE will remove them from Nasdaq.

The company intends to seek a hearing before a Nasdaq Hearings Panel, which is expected to stay delisting while the process is pending. Outcome and timing depend on the Panel’s decision and the company’s ability to address the equity and financial performance metrics described.

8-K Event Classification

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

1 item

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why did Nasdaq issue a delisting notice to Generation Income Properties (GIPR)?

Nasdaq issued a delisting notice because Generation Income Properties no longer meets continued listing standards. It reported a stockholders’ equity deficit of ($965,694), below the required $2,500,000 minimum, and also fails Nasdaq’s alternative tests for market value and net income.

What Nasdaq listing requirements is Generation Income Properties (GIPR) failing to meet?

Generation Income Properties falls short of the minimum $2,500,000 stockholders’ equity requirement. It also does not meet alternative standards that require at least $35 million in market value of listed securities or $500,000 in net income from continuing operations over the specified periods.

When could Generation Income Properties (GIPR) stock be suspended and delisted from Nasdaq?

Unless the company appeals Nasdaq’s decision by February 12, 2026, trading in its common stock and warrants will be suspended at the opening of business on February 17, 2026, followed by a Form 25-NSE filing to remove the securities from Nasdaq listing and registration.

How does Generation Income Properties (GIPR) plan to respond to Nasdaq’s delisting decision?

Generation Income Properties intends to request a hearing before a Nasdaq Hearings Panel. The company expects this request will stay any delisting action at least until the hearing process is completed, although there is no assurance the Panel will grant continued listing or that compliance will be regained.

What are the potential consequences if Generation Income Properties (GIPR) is delisted from Nasdaq?

If delisted, it may become harder to buy or sell the company’s common stock and warrants, and their prices could decline materially. Delisting could also impair the company’s ability to raise capital and may trigger defaults and penalties under existing agreements or securities.

What financial figures highlight Generation Income Properties’ (GIPR) listing compliance issues?

Key figures include a stockholders’ equity deficit of ($965,694) reported in the June 30, 2025 Form 10-Q, versus Nasdaq’s $2,500,000 equity minimum, plus the company’s failure to meet the $35 million market value or $500,000 net income alternative standards.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 02/06/2026 - 04:10 PM Learn about SEC filing dates

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): February 5, 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

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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. ☐

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Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously reported, on August 20, 2025, the Listing Qualifications department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notified Generation Income Properties, Inc. (the “Company”) that it was not in compliance with the minimum stockholders’ equity requirement for continued listing on The Nasdaq Capital Market. Nasdaq Listing Rule 5550(b)(1) (the “Equity Requirement”) requires companies listed on The Nasdaq Capital Market to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing or meet the alternative compliance standards relating to the market value of listed securities or net income from continuing operations. In the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, the Company reported a stockholders’ equity deficit of ($965,694), which is below the stockholders’ equity requirement for continued listing. Additionally, as of the date of this report, the Company does not meet either of the alternative continued listing standards under the Nasdaq Listing Rules. Specifically, it does not have a market value of listed securities of at least $35 million, nor has it reported net income of at least $500,000 from continuing operations in the most recently completed fiscal year or in two of the last three most recently completed fiscal years.

On February 5, 2026, following the Staff’s review of the Company’s plan to regain compliance with the Equity Requirement submitted on October 6, 2025 and January 28, 2026, the Company received a letter (the “Notice”) indicating that the Staff has determined to deny the Company’s request for continued listing on The Nasdaq Capital Market. Pursuant to the Notice, the Staff determined that the Company did not provide a definitive plan evidencing its ability to achieve near term compliance with the continued listing requirements or sustain such compliance over an extended period of time.

As a result, unless the Company requests an appeal of the Staff’s determination by February 12, 2026, trading of the Company’s common stock and warrants will be suspended at the opening of business on February 17, 2026, and a Form 25-NSE will be filed with the Securities and Exchange Commission (the “SEC”), which will remove the Company’s securities from listing and registration on Nasdaq.

The Company intends to submit a hearing request to the Nasdaq Hearings Panel (the “Panel”), which request is expected to stay any delisting action by the Staff at least until the hearing process concludes and any extension granted by the Panel expires.

There can be no assurance that the Panel will grant the Company’s request for continued listing or that, if it is, the Company will be able to regain compliance with the applicable Nasdaq listing requirements. If the Company’s common stock and warrants are delisted, it could be more difficult to buy or sell the Company’s common stock and warrants or to obtain accurate quotations, and the price of the Company’s common stock and warrants could suffer a material decline. Delisting could also impair the Company’s ability to raise capital and trigger defaults and penalties under outstanding agreements or securities of the Company.

Forward-Looking Statements

This Current Report on Form 8-K may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainty. Words such as “anticipate,” “estimate,” “expect,” “intend,” “plan,” and “project” and other similar words and expressions are intended to signify forward-looking statements. Forward-looking statements in this report include, but are not limited to, statements regarding the Company’s intent or ability to regain compliance with the Equity Requirement, the Company’s intention to appeal the Staff’s determination, the Company’s expectation that a request for a Panel hearing would stay delisting of its common stock and warrants pending the conclusion of the hearing process, the timing of any hearing before the Panel, the outcome of the Panel’s review of any Company appeal of the Staff’s determination, and any courses of action to regain compliance with The Nasdaq Capital Market’s continued listing requirements. These forward-looking statements are

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based on current expectations and assumptions that are subject to known and unknown risks and uncertainties that could cause actual outcomes or results to differ materially from those anticipated or implied by the forward-looking statements. These risks and uncertainties include, without limitation, the possibility that the Company may not satisfy the Equity Requirement during any applicable compliance period or at any time in the future, may otherwise fail to maintain compliance with Nasdaq’s listing standards, that Nasdaq may not grant any relief from delisting, or that the Company may be unable to meet the conditions for any such relief, as well as the other factors described in the Company’s filings with the SEC. Please refer to the risks detailed from time to time in the reports we file with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 28, 2025, as well as subsequent filings on Form 10-Q and periodic filings on Form 8-K, for additional factors that could cause actual results to differ materially from those stated or implied by such forward-looking statements. We disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, unless required by law.

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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: February 6, 2026		By:		/s/ David Sobelman
				David Sobelman
				President and Chief Executive Officer

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