Generation Income Properties (GIPR) faces Nasdaq bid-price deficiency and potential delisting timeline

Rhea-AI Filing Summary

Generation Income Properties, Inc. received a Nasdaq notice on January 28, 2026 stating its common stock failed to meet the minimum bid price requirement. The stock’s consolidated closing bid price stayed below $1.00 per share for 35 consecutive business days through January 27, 2026, violating Nasdaq Listing Rule 5550(a)(2).

The company has a 180-day grace period until July 6, 2026 to regain compliance by maintaining a closing bid of at least $1.00 per share for ten consecutive business days. If still non-compliant by July 27, 2026, it may qualify for a second 180-day period, potentially involving a reverse stock split. The notice does not immediately affect Nasdaq listing, operations, or SEC reporting, but the company acknowledges there is no assurance it will regain compliance.

Positive

• None.

Negative

• Nasdaq minimum bid-price deficiency and delisting risk: GIPR’s stock traded below a $1.00 bid for 35 consecutive business days, triggering a Nasdaq Rule 5550(a)(2) notice. If it fails to regain compliance within the allowed periods, its Nasdaq Capital Market listing could be revoked.

Insights

Equity and listing standards analyst

Nasdaq bid-price deficiency raises delisting risk if GIPR cannot regain $1.00 minimum.

Generation Income Properties has been below a $1.00 bid for 35 consecutive business days, triggering a deficiency notice under Nasdaq Rule 5550(a)(2). The company now faces a structured timeline to restore its share price to retain its Nasdaq Capital Market listing.

The grace period runs 180 days to July 6, 2026, during which the stock must trade at or above $1.00 for at least ten consecutive business days. The filing also notes a possible second 180-day period after July 27, 2026, conditioned on meeting other listing standards and potentially using a reverse split.

If the company cannot regain compliance and does not secure relief from a Nasdaq Hearings Panel, its shares would be subject to delisting from Nasdaq and could move to a less liquid market. The company plans to monitor its bid price and evaluate options, while emphasizing that its operations and SEC reporting remain unchanged by this notice.

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): January 28, 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.

On January 28, 2026, Generation Income Properties, Inc. (the “Company”) received a letter from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company’s consolidated closing bid price has been below $1.00 per share for 35 consecutive business days as of January 27, 2026, and that, therefore, the Company is not in compliance with Nasdaq Listing Rule 5550(a)(2), which is the minimum bid price requirement for continued listing on The Nasdaq Capital Market. The notice does not result in the immediate delisting of the Company’s common stock from The Nasdaq Capital Market.

Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company has automatically been afforded a 180-calendar day grace period, or until July 6, 2026, to regain compliance. The continued listing standard will be met if the consolidated closing bid price of the Company’s common stock is at least $1.00 per share for a minimum of ten consecutive business days during the 180-calendar day grace period.

If the Company is not in compliance by July 27, 2026, the Company may be afforded a second 180-calendar day period to regain compliance. To qualify, the Company would be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, except for the minimum bid price requirement. In addition, the Company would be required to notify Nasdaq of its intention to cure the minimum bid price deficiency during the second compliance period by effecting a reverse stock split, if necessary.

If the Company does not regain compliance within the allotted 180-day compliance period and is not eligible for a second 180-day compliance period, the Company’s common stock would be subject to delisting unless it requested a hearing before an independent Nasdaq Hearings Panel. A request for a hearing would stay any suspension or delisting action pending the hearing and any additional extension period granted by the Nasdaq Hearings Panel.

The Company intends to monitor the closing bid price of the Company’s common stock and consider its available options to resolve the non-compliance with the minimum bid price requirement. The Company’s receipt of the notice does not affect the Company’s business, operations or reporting requirements with the Securities and Exchange Commission. However, there can be no assurance that the Company will be able to regain compliance with the minimum bid price requirement or will otherwise be in compliance with other Nasdaq listing criteria.

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. These statements 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 are not guarantees of future results and conditions but rather are subject to various risks and uncertainties. Such statements are based on the Company’s current expectations and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Investors are cautioned that there can be no assurance that actual results or business conditions will not differ materially from those projected or suggested in such forward-looking statements as a result of various risks and uncertainties. Investors should refer to the risks detailed from time to time in the reports the Company files with the SEC, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as well as other 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. The Company disclaims 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: January 30, 2026		By:		/s/ David Sobelman
				David Sobelman
				Chief Executive Officer

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FAQ

What Nasdaq notice did Generation Income Properties (GIPR) receive?

Generation Income Properties received a Nasdaq bid-price deficiency notice. Its consolidated closing bid price stayed below $1.00 per share for 35 consecutive business days, violating Nasdaq Listing Rule 5550(a)(2), which sets the minimum bid requirement for continued listing on The Nasdaq Capital Market.

How long does GIPR have to regain Nasdaq bid-price compliance?

The company has an initial 180-day grace period to regain compliance. Under Nasdaq Listing Rule 5810(c)(3)(A), GIPR has until July 6, 2026 for its stock to close at or above $1.00 per share for at least ten consecutive business days.

Can Generation Income Properties receive a second compliance period from Nasdaq?

A second 180-day period is possible under certain conditions. If still non-compliant by July 27, 2026, GIPR may receive another 180 days if it meets other Nasdaq initial listing standards and notifies Nasdaq of plans to cure the deficiency, potentially via a reverse stock split.

Is GIPR being immediately delisted from Nasdaq after this notice?

No, the notice does not cause immediate delisting. GIPR’s common stock continues trading on The Nasdaq Capital Market during the grace period, while the company works to regain compliance with the $1.00 minimum bid requirement under the applicable Nasdaq rules.

How might Generation Income Properties address its Nasdaq bid-price deficiency?

The company plans to monitor its closing bid price and evaluate options. If it receives a second 180-day period, it would need to inform Nasdaq how it intends to cure the deficiency, which the filing notes could include effecting a reverse stock split if necessary.

Does the Nasdaq notice affect GIPR’s operations or SEC reporting?

The filing states the notice does not affect operations or reporting. GIPR indicates that its business activities and obligations to file reports with the Securities and Exchange Commission remain unchanged, despite the listing-compliance issue and associated bid-price requirements.