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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): November 2, 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
Number) |
|
(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:
| ¨ |
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 $0.001 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 |
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. ¨
Item 3.03 Material Modifications to Rights of Security Holders.
On November 2, 2026, Innovative Industrial Properties,
Inc., a Maryland corporation (the “Company”) filed with the State Department
of Assessments and Taxation of the State of Maryland (the “SDAT”) the Articles Supplementary (the “Articles Supplementary”)
to the Second Articles of Amendment and Restatement of the Company classifying and designating an additional 16,100,000 shares of the
Company’s 9.25% Series B Cumulative Redeemable Preferred Stock, par value $0.001 per share
(the “Series B Preferred Stock”), and as a result, there is currently an aggregate of 18,400,000 shares of Series B
Preferred Stock authorized and classified. The preceding description of the Articles Supplementary contained in this Item 3.03 does not
purport to be complete and is qualified in its entirety by reference to the full text of the Articles Supplementary, which is filed as
Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 3.03.
A summary of the material terms of the Series
B Preferred Stock is contained in the registration statement on Form 8-A, filed with the SEC on October 14, 2026.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
The information about the Articles Supplementary
set forth under Item 3.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 5.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit |
|
Description
of Exhibit |
| |
|
|
| 3.1 |
|
Articles Supplementary to the Second Articles of Amendment
and Restatement of Innovative Industrial Properties, Inc., designating additional shares of the Company’s 9.25% Series B Cumulative
Redeemable Preferred Stock, par value $0.001 per share. |
| 104 |
|
Cover Page Interactive Data File (embedded within the
Inline XBRL document). |
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: November 6, 2026 |
INNOVATIVE INDUSTRIAL PROPERTIES, INC. |
| |
|
| |
By: |
/s/ David Smith |
| |
Name: |
David Smith |
| |
Title: |
Chief Financial Officer |
