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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): September 25, 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)) |
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 5.03. |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Upon
authorization of its board of directors, Innovative Industrial Properties, Inc. (the “Company”) filed Articles of Amendment
(the “Articles of Amendment”) with the State Department of Assessments and Taxation of Maryland to amend the Company’s
Second Articles of Amendment and Restatement (the “Charter”) to increase the total number of shares of stock that the Company
has authority to issue from 100,000,000 shares to 175,000,000 shares, with the number of authorized shares of common stock, par value
$0.001 per share, increasing from 50,000,000 to 100,000,000 and the number of authorized shares of preferred stock, par value $0.001 per
share, increasing from 50,000,000 to 75,000,000, effective as of 12:01 a.m. Eastern Time on September 25, 2026. Under the Charter, the
Company’s board of directors has the authority, without any action by the Company’s shareholders, to increase the number of
shares of stock that the Company is authorized to issue.
A copy of the Articles of
Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description of Exhibit |
| 3.1 |
Articles of Amendment to Second Articles of Amendment and Restatement of Innovative Industrial Properties, Inc. |
| 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: September 25, 2026 |
INNOVATIVE INDUSTRIAL PROPERTIES, INC. |
| |
|
|
| |
By: |
/s/ David Smith |
| |
|
Name: David Smith |
| |
|
Title: Chief Financial Officer |
