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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): October 21, 2026
Innovative Industrial
Properties, Inc.
(Exact name
of registrant as specified in its charter)
| Maryland |
|
001-37949 |
|
81-2963381 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
No.) |
|
(I.R.S.
Employer
Identification
No.) |
1389 Center
Drive, Suite 200
Park City, Utah
84098
(Address of
principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (858) 997-3332
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 (see General Instruction A.2. below):
| ¨ |
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)) |
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. ¨
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 $0.001 per share |
|
IIPR |
|
New York Stock Exchange |
| |
|
|
|
|
| Series A Preferred Stock, par value $0.001 per share |
|
IIPR-PA |
|
New York Stock Exchange |
| |
|
|
|
|
| Series B Preferred Stock, par value $0.001 per share |
|
IIPR-PB |
|
New York Stock Exchange |
Item 1.01 Entry into a Material Definitive Agreement.
Amendment Number Six to Loan Agreement
On October 21, 2026, Innovative Industrial Properties,
Inc. (the “Company”), through its operating partnership, IIP Operating Partnership, LP (“IIP OP”), entered into
Amendment Number Six to Loan Agreement (the “Sixth Amendment”), by and among IIP OP, as borrower, East West Bank, as agent
(in such capacity, the “Agent”) and a lender, and the other financial institutions party thereto as lenders (collectively
with the Agent, the “Lenders”), which amends the Loan Agreement, dated as of October 23, 2023 (as previously amended, the
“Loan Agreement”), governing IIP OP’s secured revolving credit facility.
The Sixth Amendment extends the maturity date of
the Loan Agreement from October 23, 2026 to January 21, 2027. In connection with the Sixth Amendment, IIP OP paid the Lenders an extension
fee. Other than the extension of the maturity date, the Sixth Amendment does not modify the aggregate commitments, interest rate, borrowing
base or covenants under the Loan Agreement, which remain in full force and effect.
A description of the material terms of the Loan
Agreement is included under Item 2.03 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission
(the “SEC”) on October 2, 2025 (the “October 2025 8-K”), and such description is incorporated herein by reference,
except that the maturity date of the Loan Agreement is now January 21, 2027, as described above. As of October 21, 2026, $62.5 million,
in aggregate principal amount, was outstanding under the Loan Agreement.
The foregoing description of the Sixth Amendment
is not complete and is qualified in its entirety by reference to the full text of the Sixth Amendment, a copy of which is filed as Exhibit
10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Loan Agreement is qualified
in its entirety by reference to the full text of the Loan Agreement, a copy of which was filed as Exhibit 10.4 to the October 2025 8-K
and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation
or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference
into this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit |
|
Description of Exhibit |
| 10.1 |
|
Amendment Number Six to Loan Agreement, dated as of October 21, 2026, by and among IIP Operating Partnership, LP, as borrower, East West Bank, as agent and a lender, and the other lenders party thereto. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the XBRL document). |
Forward-Looking Statements
This Current Report on Form 8-K contains statements
that the Company believes to be “forward-looking statements” within the meaning of the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. All statements other than historical facts are forward-looking statements. When used in this
report, words such as the Company or IIP OP “expects,” “intends,” “plans,” “estimates,”
“anticipates,” “believes” or “should” or the negative thereof or similar terminology are generally
intended to identify forward-looking statements, and they include, but are not limited to, statements regarding the Company’s ability
to repay, refinance, further extend or replace the Loan Agreement on or prior to its maturity date and the Company’s anticipated
sources of liquidity. These forward-looking statements are based on current expectations and are subject to risks and uncertainties that
could cause actual results to differ materially from those expressed in, or implied by, such statements. Factors that could cause results
to differ from those projected or assumed in any forward-looking statement include, but are not limited to, the risk factors discussed
in the Company’s most recent Annual Report on Form 10-K for the year ended December 31, 2025, as updated by the Company’s
subsequent reports filed with the SEC. Investors should not place undue reliance upon forward-looking statements. The Company disclaims
any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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.
| Date: October 27, 2026 |
INNOVATIVE INDUSTRIAL PROPERTIES, INC. |
| |
|
| |
|
| |
By: |
/s/ David Smith |
| |
Name: |
David Smith |
| |
Title: |
Chief Financial Officer |
