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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): May 5, 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 Loan
Agreement, the Note, the Pledge Agreement and the Guaranty (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 5, 2026, IIP-OH 2 LLC, IIP-NJ
1 LLC, IIP-FL 4 LLC, IIP-FL 2 LLC, IIP-NY 2 LLC, IIP-MI 7 LLC, IIP-VA 1 LLC and IIP-PA 5 LLC, each a Delaware
limited liability company (individually, “Borrower” and collectively, the “Borrowers”) and an indirect subsidiary
of Innovative Industrial Properties, Inc. (the “Company”), entered into a loan agreement (the “Loan Agreement”)
with Thorofare Asset Based Lending Reit Fund V, LLC, a Delaware limited liability company (the “Lender”). The Loan Agreement
contains customary representations, warranties, covenants, events of default, and security arrangements. Each Borrower is jointly and
severally liable for all obligations under the Loan Agreement.
Pursuant to the Loan Agreement, on May 5,
2026, the Borrowers issued to the Lender a promissory note (the “Note”) evidencing a $56.5 million secured term loan (the
“Loan”), which matures on May 5, 2029, and may be extended at the Borrowers’ option for up to two additional 12-month
periods, subject in each case to the satisfaction of certain conditions set forth in the Note. The Note bears interest, for each monthly
interest period, at a rate per annum equal to the sum of the one-month Secured Overnight Financing Rate, as administered by the CME Group
Benchmark Administration Limited (or a successor administrator), for a tenor comparable to the applicable interest period on the date
two business days prior to the commencement of such interest period, plus 5.00% (subject to the maximum rate permitted by law and adjustment
upon an event of default).
Pursuant to the Loan Agreement, on May 5,
2026, IIP Operating Partnership, LP, a Delaware limited partnership and a direct subsidiary of the Company (the “Pledgor”),
entered into a pledge and security agreement (the “Pledge Agreement”) with the Lender. Pursuant to the Pledge Agreement, the
Loan is secured by, among other things, (i) all of the Pledgor’s right, title and interest in the equity, profits, losses and
capital of, any membership and other interest in, Voting Rights (as defined in the Pledge Agreement), and all proceeds and income of,
each Borrower and (ii) mortgages and deeds of trust on eight properties owned by the Borrowers. Also pursuant to the Loan Agreement,
on May 5, 2026, the Company entered into an unsecured guaranty (the “Guaranty”) for the benefit of the Lender, pursuant
to which the Company has guaranteed the Borrowers’ obligations under the Loan. Pursuant to the Guaranty, during the term of the
Loan the Company is required to maintain, on a combined basis, minimum Net Worth of $120.0 million and Liquid Assets with a market value
of at least $12.0 million, each as defined in the Guaranty.
The foregoing description is a summary of certain
terms of the Loan Agreement, the Note, the Pledge Agreement and the Guaranty and is qualified in its entirety by reference to the full
text of the Loan Agreement, the Note, the Pledge Agreement and the Guaranty, which are filed as Exhibit 10.1, Exhibit 10.2,
Exhibit 10.3 and Exhibit 10.4 hereto, respectively, and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On May 6, 2025, the Company issued a press
release announcing that it closed the secured financing contemplated by the Loan Agreement. A copy of the press release 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 as of May 5, 2026, by and between IIP-OH
2 LLC, IIP-NJ 1 LLC, IIP-FL 4 LLC, IIP-FL 2 LLC, IIP NY-2 LLC, IIP-MI 7 LLC, IIP-VA 1 LLC and IIP-PA 5 LLC
and Thorofare Asset Based Lending Reit Fund V, LLC. |
| | | |
| 10.2 | | Promissory Note, dated as of May 5, 2026, by IIP-OH 2 LLC, IIP-NJ
1 LLC, IIP-FL 4 LLC, IIP-FL 2 LLC, IIP NY-2 LLC, IIP-MI 7 LLC, IIP-VA 1 LLC and IIP-PA 5 LLC in favor of Thorofare
Asset Based Lending Reit Fund V, LLC. |
| | | |
| 10.3* | | Pledge and Security Agreement (Interests in Borrowers), dated as of
May 5, 2026, by IIP Operating Partnership, LP and Thorofare Asset Based Lending Reit Fund V, LLC. |
| | | |
| 10.4 | | Guaranty (Unsecured), dated as of May 5, 2026, by Innovative Industrial
Properties, Inc. and Thorofare Asset Based Lending Reit Fund V, LLC. |
| | | |
| 99.1 | | Press release dated May 6, 2026. |
| | | |
| 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.
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 6, 2026 |
INNOVATIVE INDUSTRIAL PROPERTIES, INC. |
| |
|
| |
|
| |
By: |
/s/ David
Smith |
| |
Name: |
David Smith |
| |
Title: |
Chief Financial Officer and Treasurer |
Exhibit 99.1
Innovative Industrial Properties Announces Closing
of $56.5 Million Secured Term Loan
SAN DIEGO, CA – May 6, 2026 – Innovative Industrial Properties,
Inc. (IIP) (NYSE: IIPR) announced today it has closed on a $56.5 million secured term loan (the “Loan”). The Loan has an initial
term of three years, bears interest at the one-month Secured Overnight Financing Rate (SOFR) plus a spread of 500 basis points, is interest
only and is secured by certain properties of the Company. The proceeds from the Loan are expected to be used to pay off the Company’s
unsecured notes that are maturing at the end of this month.
“The successful closing of this loan reflects the continued confidence
in our platform and portfolio. We are appreciative of our new lending relationship that provided this capital to the Company,” said
Alan Gold, Executive Chairman of IIP. “This financing further strengthens our balance sheet and positions us to execute on strategic
growth opportunities for 2026 and beyond.”
About Innovative Industrial Properties
Innovative Industrial Properties, Inc. is a real estate investment
trust (REIT) focused on the acquisition, ownership and management of specialized industrial properties and life science real estate.
Additional information is available at www.innovativeindustrialproperties.com.
Company Contact:
David Smith
Chief Financial Officer
Innovative Industrial Properties, Inc.
(858) 997-3332
