Generation Income Properties (GIPR) delays Q2 10-Q as net loss rises

Rhea-AI Filing Summary

Generation Income Properties, Inc. filed a notice that it will be late filing its Quarterly Report on Form 10-Q for the six-month period ended June 30, 2025. The company says it needs additional time to analyze matters related to a loss on extinguishment of debt tied to its May 2025 payoff of CMBS debt financing and expects to file the 10-Q within five calendar days of the prescribed due date.

For the six-months ended June 30, 2025, the company reports total revenue of $4.8 million compared with $4.5 million for the same period in 2024. Net loss attributable to the company increased to $7.1 million from $5.1 million a year earlier, indicating higher losses despite modest revenue growth.

Positive

• None.

Negative

• Net loss widened materially: net loss attributable to the company increased to $7.1 million for the six-months ended June 30, 2025 from $5.1 million a year earlier, despite only modest revenue growth.
• Late quarterly filing: the company will not file its Form 10-Q for the six-months ended June 30, 2025 by the due date, citing additional work required on the loss on extinguishment of debt related to its May 2025 CMBS payoff.

Insights

Equity research analyst

Late 10-Q tied to debt extinguishment review and a larger year-over-year net loss.

Generation Income Properties, Inc. is delaying its Form 10-Q for the six-months ended June 30, 2025 while it completes analysis of a loss on extinguishment of debt from the May 2025 payoff of its CMBS financing. Management indicates the report will be filed within five calendar days of the prescribed due date, framing this as a short-term timing issue rather than an open-ended delay.

Preliminary figures show total revenue of $4.8 million for the six-month period versus $4.5 million a year earlier, but net loss attributable to the company widened to $7.1 million from $5.1 million. This combination of modest revenue growth and a meaningfully larger loss suggests higher expenses or charges, including the debt extinguishment impact, though final details await the complete 10-Q.

The filing signals that results for the six-months ended June 30, 2025 will differ significantly from the prior-year period, but the company notes that it is not yet able to provide a full quantitative breakdown while the financial statements are still being completed. Subsequent disclosures in the finalized Form 10-Q will clarify the components of the larger loss and how much stems from the CMBS payoff.

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Accepted by SEC EDGAR 08/15/2025 - 09:20 AM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check One)		☐  Form 10-K ☐  Form 20-F ☐  Form 11-K ☒ Form 10-Q ☐  Form 10-D ☐  Form N-SAR ☐  Form N-CSR
		For Period Ended: June 30, 2025
		☐  Transition Report on Form 10-K
		☐  Transition Report on Form 20-F
		☐  Transition Report on Form 11-K
		☐  Transition Report on Form 10-Q
		☐  Transition Report on Form N-SAR
		For the Transition Period Ended:

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

PART I — REGISTRANT INFORMATION

GENERATION INCOME PROPERTIES, INC.

(Full Name of Registrant)

N/A

(Former Name if Applicable)

401 East Jackson Street, Suite 3300

(Address of Principal Executive Office (Street and Number))

Tampa, Florida 33602

(City, State and Zip Code)

DOCPROPERTY "CUS_DocIDChunk0" 4874-1560-4227.2

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

☒		(a)		The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
		(b)		The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
		(c)		The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Generation Income Properties, Inc. (the “Company”) has determined that it is unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the six-months ended June 30, 2025 (the “Form 10-Q”) by the prescribed due date for the reasons described below:

The Company could not timely file the Form 10-K because additional time is needed for the Company to analyze certain matters related to the loss on extinguishment of debt in connection with the Company’s May 2025 payoff of its CMBS debt financing. The Company is working diligently to complete the Form 10-Q as soon as practicable and expects to file the Form 10-Q within five calendar days of the prescribed due date.

PART IV — OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Ron Cook		813		448-1234
(Name)		(Area Code)		(Telephone Number)

(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ☒  Yes ☐  No
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☒  Yes ☐ No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

The Company had total revenue of $4.8 million during the six-month period ended June 30, 2025, as compared to $4.5 million for the six-month period ended June 30, 2024. Net loss attributable to the Company for the six-months ended June 30, 2025 was $7.1 million, as compared to $5.1 million for the same period last year. Except for the foregoing, the Company is not yet able to make a reasonable estimate of the anticipated changes in its results of operations for the six-months ended June 30, 2025, as compared to June 30, 2024, as the financial statements are still in the process of being completed.

DOCPROPERTY "CUS_DocIDChunk0" 4874-1560-4227.2

GENERATION INCOME PROPERTIES, INC.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 15, 2025 By /s/ Ron Cook

Ron Cook

Chief Financial Officer

DOCPROPERTY "CUS_DocIDChunk0" 4874-1560-4227.2

FAQ

Why is Generation Income Properties (GIPR) delaying its June 30, 2025 Form 10-Q?

The company states it cannot file the Form 10-Q for the six-months ended June 30, 2025 without unreasonable effort or expense because it needs additional time to analyze matters related to the loss on extinguishment of debt from its May 2025 payoff of CMBS debt financing.

When does Generation Income Properties expect to file its delayed Form 10-Q?

Generation Income Properties expects to file its Quarterly Report on Form 10-Q for the six-months ended June 30, 2025 within five calendar days of the prescribed due date.

How did Generation Income Properties revenue change for the six-months ended June 30, 2025 versus 2024?

The company reports total revenue of $4.8 million for the six-month period ended June 30, 2025, compared with $4.5 million for the six-month period ended June 30, 2024, indicating modest revenue growth.

What was Generation Income Properties net loss for the six-months ended June 30, 2025?

Net loss attributable to Generation Income Properties for the six-months ended June 30, 2025 was $7.1 million, compared with $5.1 million for the same period in 2024.

Does Generation Income Properties expect significant changes in results of operations in the delayed 10-Q?

Yes. The company indicates it anticipates a significant change in results of operations for the six-months ended June 30, 2025 compared with the prior-year period, but aside from the disclosed revenue and net loss figures, it is not yet able to provide a full quantitative estimate because the financial statements are still being completed.

What specific issue is affecting Generation Income Properties financial reporting for this period?

The company cites analysis of a loss on extinguishment of debt related to its May 2025 payoff of CMBS debt financing as the key matter requiring additional time and contributing to the late Form 10-Q filing.