false
0001677576
0001677576
2025-10-03
2025-10-03
0001677576
us-gaap:CommonStockMember
2025-10-03
2025-10-03
0001677576
us-gaap:SeriesAPreferredStockMember
2025-10-03
2025-10-03
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): October 3, 2025
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 |
Item 1.01 Entry into a Material Definitive Agreement.
Loan Agreement
On October 3, 2025, IIP Operating Partnership,
LP (“IIP LP”), the operating partnership of Innovative Industrial Properties, Inc. (the “Company”)
entered into a Loan Agreement (the “Loan Agreement”), dated as of October 3, 2026, by and among IIP LP, the guarantors
party thereto, including IIP Life Science Investments LLC (“IIP Life Science”), the lenders party thereto and East
West Bank, as agent, sole lead arranger and sole bookrunner. Under the Loan Agreement, IIP LP has a revolving line of credit available
up to $100 million until the maturity date on October 3, 2028. The Loan Agreement includes a $35 million accordion feature under
which the revolving line of credit may be expanded by agreement of the parties from $100 million to up to $135 million if and
to the extent that the lenders revise their credit commitments to encompass a larger facility. The availability of credit at any given
time under the Loan Agreement will be constrained by the terms and conditions of the Loan Agreement, including the amount of collateral
available and a borrowing base formula based upon the value of eligible investments in certain securities and an eligible loan receivable,
and other restrictions contained in the Loan Agreement. All obligations under the credit facility are secured by substantial assets of
the loan parties, including a revolving credit note issued by IQHQ, LP to IIP Life Science and Series G-1 Cumulative Redeemable Preferred
Stock of IQHQ, Inc. and a corresponding warrant exercisable for common equity units of IQHQ Holdings, LP issued to IIP Life
Science.
Borrowings under the Loan Agreement will bear interest
on the outstanding daily balance at a rate of interest per annum equal to the greater of (i) the one-month Secured Overnight Financing
Rate, as administered by CME Group Benchmark Administration, plus 2.0% and (ii) 6.10%.
The Loan Agreement contains various restrictive
and affirmative covenants, including required financial reporting, limitations on the ability to grant liens, make loans or other investments,
incur additional debt, merge or consolidate with or into another person, or enter into transactions with affiliates, and other customary
restrictions and limitations.
The Loan Agreement does not contain any material
financial ratio or coverage ratio covenants, other than (i) a liquidity covenant, which is measured as of the end of each fiscal
quarter, and (ii) a debt service coverage ratio covenant. The debt service coverage ratio is defined as the ratio of (i) consolidated
EBITDA to (ii) debt service costs (the “Debt Service Coverage Ratio”). The Loan Agreement requires that the Debt
Service Coverage Ratio be not less than 2.0 to 1.0, measured as of the end of each fiscal quarter.
The above description is a summary of certain terms
of the Loan Agreement and is qualified in its entirety by reference to the Loan Agreement, which is attached as Exhibit 10.1 hereto
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 disclosure under Item 1.01 above is incorporated
herein by reference.
Item 7.01
Regulation FD Disclosure.
On October 6, 2025, the Company issued a
press release announcing the Loan Agreement, a copy of which is filed as Exhibit 99.1 hereto and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit |
|
Description of Exhibit |
| |
|
|
| 10.1* |
|
Loan Agreement, dated October 3, 2025, by and among IIP Operating Partnership, LP, the guarantors party thereto, the lenders party thereto
and East West Bank, as agent, sole lead arranger and sole bookrunner. |
| |
|
|
| 99.1 |
|
Press release, dated October 6, 2025. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the 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
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. 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, 2024, 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 9, 2025 |
INNOVATIVE INDUSTRIAL PROPERTIES, INC. |
| |
|
| |
By: |
/s/ David Smith |
| |
Name: |
David Smith |
| |
Title: |
Chief Financial Officer |
