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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 9, 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 8.01 Other Events.
On
November 9, 2026, Innovative Industrial Properties, Inc. (the “Company”) and IIP Operating Partnership, LP
entered into amendments (collectively, the “Amendments”) to each of the Company's existing equity distribution agreements
with BTIG, LLC, Piper Sandler & Co. and Roth Capital Partners, LLC (or their respective affiliates or agents), dated May 24,
2024, Stifel, Nicolaus & Company, Incorporated and A.G.P./Alliance Global Partners (or their respective affiliates or agents),
dated May 13, 2025, and Huntington Securities, Inc. (or its affiliates or agents), dated August 31, 2026, solely to add
the Company's 9.25% Series B Cumulative Redeemable Preferred Stock, par value $0.001 per share (“Series B Preferred Stock”),
together with conforming changes, to the Company's at-the-market offering program for the offer and sale of shares having an aggregate
offering price of up to $500,000,000 of the Company’s common stock, par value $0.001 per share (“common stock”), and
9.00% Series A Cumulative Redeemable Preferred Stock, par value $0.001 per share (“Series A Preferred Stock”). The
Company refers to its common stock, Series A Preferred Stock, and Series B Preferred Stock, collectively, as the “Shares.”
The
Shares will be offered pursuant to the Company’s registration statement on Form S-3 (Registration No. 333-285148) and
a prospectus supplement dated November 9, 2026 (the “ATM Prospectus Supplement”). As of the date of this report, Shares
having an aggregate offering price of approximately $336.9 million remain available for offer and sale pursuant to the ATM Prospectus
Supplement. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Shares
nor shall there be any sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state.
The
foregoing description does not purport to be complete and is qualified in its entirety by reference to the form of Amendment, which is
filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit |
|
Description of Exhibit |
| |
|
|
| 1.1 |
|
Form of Amendment to Equity Distribution Agreement. |
| 5.1 |
|
Opinion of Foley & Lardner LLP regarding legality of the Shares. |
| 8.1 |
|
Opinion of Foley & Lardner LLP regarding certain tax matters. |
| 23.1 |
|
Consent of Foley & Lardner LLP (included in Exhibit 5.1). |
| 23.2 |
|
Consent of Foley & Lardner LLP (included in Exhibit 8.1). |
| 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 9, 2026 |
INNOVATIVE INDUSTRIAL PROPERTIES, INC. |
| |
|
| |
|
| |
By: |
/s/ David Smith |
| |
Name: |
David Smith |
| |
Title: |
Chief Financial Officer |
