Generation Income Properties Inc. reported that Nasdaq has notified the company it remains out of compliance with Nasdaq Listing Rule 5550(a)(2) (the Bid Price Rule), which requires a minimum bid price of $1 per share. The company previously had a 180-day grace period, until July 27, 2026, to regain compliance but did not do so.
Nasdaq also cited an additional deficiency related to the $1.0 million market value of publicly held shares requirement, which will be considered by a Nasdaq Hearings Panel. The company plans to submit a written response by August 13, 2026, but there is no assurance of additional time or eventual compliance. Separately, as of August 10, 2026, the company received confirmation that it has regained compliance with Nasdaq Listing Rule 5550(b)(1), which requires at least $2,500,000 in stockholders’ equity. The company will be subject to a one-year mandatory panel monitor, during which any new equity deficiency would lead directly to a delist determination and a new hearing process.
Generation Income Properties, Inc. reported that Chairman, President and CEO David Sobelman acquired 162,163 shares of common stock on 2026-07-24 through a conversion of a derivative security. Following this transaction, his directly held common stock position increased to 185,562.77 shares.
Generation Income Properties, Inc. and its operating partnership entered into a Debt Conversion Agreement with the David E. Sobelman Revocable Trust on July 24, 2026. The parties agreed to convert $120,000 of outstanding debt under a $610,000 promissory note into 162,163 shares of common stock.
Following this debt-for-equity exchange, David Sobelman, the company’s Chairman, President and CEO, was reported as beneficially owning 396,160 shares of common stock, representing 33.22% of the outstanding class. The stated purpose of the transaction was to convert debt into equity.
Generation Income Properties, Inc. entered into a Debt Conversion Agreement with its operating partnership and the David E. Sobelman Revocable Trust, converting $120,000 of outstanding debt under a promissory note originally totaling $610,000 into common stock. The conversion was completed on July 24, 2026 at a Conversion Price of $0.74 per share, resulting in the issuance of 162,163 unregistered shares of common stock to the Sobelman Trust and extinguishing the converted portion of the note.
Combined with a prior preferred equity amendment transaction, the company believes it now has stockholders’ equity in excess of $5 million, addressing Nasdaq’s Stockholders’ Equity Requirement, though Nasdaq will continue monitoring and could pursue delisting if compliance is not maintained. The shares were issued in a private placement relying on Section 4(a)(2) and Rule 506 of Regulation D, with the Sobelman Trust represented as an Accredited Investor.
Generation Income Properties, Inc., through its indirect wholly owned subsidiary GIPCA 991 Nut Tree Road, LLC, completed the sale of its net lease property at 991 Nut Tree Road, Vacaville, California on July 15, 2026. The buyer is Taricens Medical Estates LLC under a Purchase and Sale Agreement effective April 29, 2026.
The property, leased to the United States of America under a Lease for Real Property dated August 18, 2010, was sold for a purchase price of $2,475,000, subject to customary prorations and adjustments. After closing costs, brokerage commissions, and other customary adjustments, the Company reports net proceeds of approximately $2,356,757.
Generation Income Properties, Inc. amended the terms of its operating partnership’s Series B-1 and Series B-2 preferred units to eliminate holder-controlled cash redemption rights and replace them with the ability to exchange the units into common stock. The Eighth Amendment covers 155,185 Series B-1 Preferred Units, which, on and after July 24, 2026, may be exchanged at a rate of one share of common stock per unit, subject to adjustment, unless the company or operating partnership elects to settle in cash or a cash/stock combination. The Ninth Amendment covers 698,465 Series B-2 Preferred Units with similar exchange rights beginning February 6, 2027, and increases the Series B-2 preferred return from $0.33 to $0.39 per unit.
The company states these changes are intended to support classifying both series of preferred units as permanent equity for financial reporting. Previously, Nasdaq notified the company that it failed the $2.5 million stockholders’ equity requirement after reporting a stockholders’ equity deficit of ($965,694) as of June 30, 2025, and granted an extension to August 4, 2026 to regain compliance. The company believes that, after these amendments, stockholders’ equity now exceeds the $2.5 million threshold and will seek a compliance determination from the Nasdaq Hearings Panel, while acknowledging that continued listing remains subject to Nasdaq’s ongoing review.
Generation Income Properties, Inc. implemented a 1-for-10 reverse stock split of its common stock. Effective at 5:00 p.m. Eastern Time on July 9, 2026, every ten shares of common stock were automatically converted into one share, and the company’s issued and outstanding shares decreased from 10,304,015 to approximately 1,030,402. Authorized common shares remain unchanged, and stockholders’ percentage ownership is unchanged except for de minimis effects from fractional share rounding, with any fraction rounded up to the next whole share.
The common stock will trade on The Nasdaq Capital Market on a split-adjusted basis beginning July 10, 2026, under the symbol GIPR and new CUSIP 37149D402. The reverse split is intended to increase the bid price to meet the Nasdaq minimum bid requirement of $1.00 per share. Proportional adjustments are being made to equity-linked securities, including publicly traded warrants, which will become exercisable for 0.10 shares at an adjusted exercise price of $100.00 per share.
GENERATION INCOME PROPERTIES, INC. director Murray Timothy Donta Jr. filed an initial Form 3 reporting his holdings in the company. The filing shows he reports ownership of 0 shares of Common Stock as of the stated date, and it does not record any buy or sell transactions.
Generation Income Properties priced a best efforts public offering of 23,825,000 shares of common stock (or pre-funded warrants) and warrants to purchase 23,825,000 shares at a combined price of $0.21 per share and accompanying warrant. Each pre-funded warrant is exercisable at $0.0001 per share, and each warrant is exercisable at $0.21 per share for five years.
The transaction, conducted under an effective Form S-11 registration statement, closed on June 1, 2026 and generated approximately $4.4 million in net proceeds. The company plans to use the cash to redeem a portion of $13 million of preferred equity held in a subsidiary and for working capital and general corporate purposes.
The company paid Maxim Group LLC a 7.0% cash placement fee and up to $85,000 of expenses, agreed to 30-day restrictions on additional equity issuances and variable rate transactions, and obtained 90‑day lock-up commitments from directors and officers on their share sales.
Generation Income Properties, Inc. completed the sale of its Starbucks-occupied net lease property in Tampa, Florida for $2,964,000, generating net proceeds of $1,959,170 after customary prorations and adjustments. The asset was held through an indirect wholly owned subsidiary.
The company provided unaudited pro forma condensed consolidated financial statements showing how its balance sheet and results would look as if the sale had occurred earlier. These pro formas remove the sold property’s rental revenue, operating costs, depreciation, and associated mortgage debt, illustrating a slightly smaller asset base with lower interest expense but continuing net losses.