false
0001677576
0001677576
2026-05-18
2026-05-18
0001677576
us-gaap:CommonStockMember
2026-05-18
2026-05-18
0001677576
us-gaap:SeriesAPreferredStockMember
2026-05-18
2026-05-18
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): May 18, 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) |
|
(IRS 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 |
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 1.01 Entry into a Material Definitive Agreement.
The disclosure under Item 2.03 regarding the MA
Loan Agreement and the PA Loan Agreement, the Notes, the Mortgages, and the Guaranties (each as defined below) 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.
On May 18, 2026, each of IIP-MA 7 LLC
and IIP-PA 6 LLC, each a Delaware limited liability company (each, a “Borrower” and collectively, the
“Borrowers”) and an indirect subsidiary of Innovative Industrial Properties, Inc. (the “Company”),
entered into separate loan agreements with Amalgamated Bank, a bank organized under the laws of the State of New York (the
“Lender”), consisting of (i) that certain loan agreement between IIP-MA 7 LLC and the Lender (the “MA Loan
Agreement”) and (ii) that certain loan agreement between IIP-PA 6 LLC and the Lender (the “PA Loan
Agreement” and, together with the MA Loan Agreement the “Loan Agreements”), providing for an aggregate of
$22,900,000 in secured term loans.
Pursuant to the MA Loan Agreement, the Lender
made a $10,500,000 secured term loan to IIP-MA 7 LLC (the “MA Loan”), as evidenced by a promissory note issued by IIP-MA 7
LLC in favor of the Lender (the “MA Note”). Pursuant to the PA Loan Agreement, the Lender made a $12,400,000 secured term
loan to IIP-PA 6 LLC (the “PA Loan”), as evidenced by a promissory note issued by IIP-PA 6 LLC in favor of the Lender (the
“PA Note” and, together with the MA Note, the “Notes”). The MA Loan and the PA Loan are collectively referred
to herein as the “Loans.”
Both Loans bear interest at a fixed rate of 6.67%
per annum, calculated on the basis of a 360-day year, and provides for monthly debt service payments of principal and interest based on
a 25-year amortization schedule commencing on July 5, 2026. The Loans mature on June 5, 2031.
The Loans are secured by first priority liens
on the applicable properties owned by the each Borrower, consisting of (i) a Mortgage (With Power of Sale), Assignment of Leases
and Rents, Security Agreement and Fixture Filing executed and delivered by IIP-MA 7 LLC (the “MA Mortgage”) and (ii) an
Open-End Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing executed and delivered by IIP-PA 6 LLC (the “PA
Mortgage” and, together with the MA Mortgage, the “Mortgages”).
In connection with the Loans, the Company entered
into unsecured guaranty agreements for the benefit of the Lender (collectively, the “Guaranties”), pursuant to which the Company
guaranteed each Borrower’s obligations under its respective Loan.
Each Loan Agreement contains customary representations,
warranties, covenants, events of default and security arrangements. Each Borrower is also subject to restrictions on incurring additional
indebtedness, restrictions on transfers, and restrictions on distributions during the continuance of an event of default. Each Loan Agreement
provides for customary events of default, including, among others, failure to pay principal or interest, breach of representations and
warranties, violation of covenants, bankruptcy or insolvency events, and entry of monetary judgments in excess of $25,000.
Each Loan is subject to a prepayment premium declining
from 5% during the first year following closing to 1% during the fifth year, with no prepayment premium payable during the last 90 days
prior to the applicable maturity date. Each Loan may be voluntarily prepaid in whole or in part upon at least 30 days’ prior written
notice, subject to payment of the applicable prepayment premium and satisfaction of other conditions.
The foregoing description is a summary of certain
terms of the Loan Agreements, the Notes, the Mortgages and the Guaranties and is qualified in its entirety by reference to the full text
of such documents, which are filed as Exhibits 10.1 through 10.6 hereto and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit |
|
Description of Exhibit |
| 10.1* |
|
Loan Agreement, dated as of May 18, 2026, by and between IIP-MA 7 LLC and Amalgamated Bank. |
| |
|
|
| 10.2* |
|
Loan Agreement, dated as of May 18, 2026, by and between IIP-PA 6 LLC and Amalgamated Bank |
| |
|
|
| 10.3+ |
|
Form of Promissory Note, dated as of May 18, 2026, by each of IIP-MA 7 LLC and IIP-PA 6 LLC, respectively, in favor of Amalgamated Bank. |
| |
|
|
| 10.4* |
|
Mortgage (With Power of Sale), Assignment of Leases and Rents, Security Agreement and Fixture Filing executed and delivered by IIP-MA 7 LLC, in favor of Amalgamated Bank. |
| |
|
|
| 10.5* |
|
Open-End Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of May 18, 2026, by IIP-PA 6 LLC in favor of Amalgamated Bank. |
| |
|
|
| 10.6+ |
|
Form of Guaranty, dated as of May 18, 2026, by Innovative Industrial Properties, Inc. in favor of Amalgamated Bank. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
*Certain schedules and exhibits omitted pursuant to Item 601(a)(5) of
Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
+Pursuant to Instruction 2 to Item 601(a) of Regulation S-K, each
of IIP-MA 7 LLC and IIP-PA 6 LLC entered into a substantially identical agreement of this type in all material respects except with the
respective party thereto, the amount and certain property-specific provisions.
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: May 19, 2026 |
INNOVATIVE INDUSTRIAL PROPERTIES, INC. |
| |
|
| |
By: |
/s/ David Smith |
| |
Name: |
David Smith |
| |
Title: |
Chief Financial Officer and Treasurer |
