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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): July 20, 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, UT
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 8.01
Other Events.
Innovative
Industrial Properties, Inc. (the “Company”), through indirect, wholly owned subsidiaries serving as landlords, previously
entered into leases (collectively, the “Leases”) with certain affiliates of SH Parent, Inc., as the respective tenants, and
SH Parent, Inc., as guarantor (collectively, “Parallel”) for two properties in Florida that the Company owns, which represented
approximately 5.2% of the Company’s annualized contractual rent and income from loans and securities and 5.7% of the Company’s
annualized contractual rent for the three months ended March 31, 2026.
On
July 20, 2026, Parallel defaulted (beyond the applicable cure periods) on its obligations to pay rent for the month of July under its
two Leases with the Company, including base rent, reimbursements for estimated tax and insurance payments, default interest and late charges
totaling approximately $1.6 million for these two properties. The Company is holding security deposits pursuant to these Leases which
may be applied to cover the payment in full of the defaulted rent and estimated tax and insurance payments, in addition to late charges
and interest.
On
July 20, 2026, counsel for Parallel notified the Company that Parallel had ceased its cannabis operations at both properties and intends
to vacate the properties and surrender possession thereof to the Company. The Company intends to coordinate with Parallel regarding an
orderly transition of possession of the properties, while continuing to reserve all rights and remedies available to the Company under
the Leases.
Cautionary
Statement Regarding Forward-Looking Statements
This
Current Report contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the
Private Securities Litigation Reform Act of 1995, including but not limited to statements regarding the Company’s expectations concerning
enforcement of its rights under the Leases, future rent collection and occupancy. All statements other than statements of historical fact
are “forward-looking statements” for purposes of federal and state securities laws. Words such as “project,” “expect,”
“may” or similar expressions that convey the prospective nature of events or outcomes are generally indicative of forward-looking
statements. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this Current Report.
The Company does not undertake any obligation to update, modify or withdraw any forward-looking statements as a result of new information,
future events or otherwise.
Although
the Company believes that the expectations reflected in any of its forward-looking statements are reasonable, actual results may differ
from anticipated results, sometimes materially. Factors that could cause results to differ from those projected or assumed in any forward-looking
statement include, but are not limited to those factors found in the Company’s filings with the U.S. Securities and Exchange Commission,
including those set forth under the headings “Business,” “Risk Factors,” and “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the year ended
December 31, 2025 and subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
Item 9.01 Financial Statements and
Exhibits.
Exhibit
Number |
|
Description of Exhibit |
| 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:
July 21, 2026 |
INNOVATIVE INDUSTRIAL PROPERTIES, INC. |
| |
|
|
| |
By: |
/s/ David Smith |
| |
Name: |
David Smith |
| |
Title: |
Chief
Financial Officer |
