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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): June 9, 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 7.01 Regulation FD Disclosure.
On June 9, 2026, Innovative Industrial Properties,
Inc. (the “Company”) issued a press release announcing the commencement of the Offering (as defined below); and on June 10,
2026, the Company issued a press release announcing the pricing of the Offering. Ccopies of the press releases are attached hereto as
Exhibits 99.1 and 99.2, respectively.
The information contained in Item 7.01 of this
Current Report on Form 8-K, including Exhibits 99.1 and 99.2, is being furnished and shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section. Such information
shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any
general incorporation language in such filing.
Item 8.01 Other Events.
Purchase Agreement
On June 9, 2026, the Company and IIP
Operating Partnership, LP, the operating partnership subsidiary of the Company (the “Operating Partnership”), entered
into a purchase agreement (the “Purchase Agreement”) with BTIG, LLC, as representative of the initial purchasers
(collectively, the “Initial Purchasers”), pursuant to which the Operating Partnership agreed to sell, and the Initial
Purchasers severally agreed to purchase, $402.5 million aggregate principal amount of the Operating Partnership's 6.000%
exchangeable senior notes due 2029 (the “Notes”), including the full exercise by the Initial Purchasers of their option
to purchase an additional $52.5 million aggregate principal amount of Notes in a private offering (the “Offering”).
The Offering is expected to close on June 15,
2026, subject to the satisfaction of customary closing conditions.
The Notes will be senior unsecured obligations
of the Operating Partnership, will be fully and unconditionally guaranteed by the Company and will be exchangeable for cash, shares of
the Company’s common stock, or a combination of cash and shares of the Company’s common stock, at the Operating Partnership’s
option. The initial exchange rate for the Notes will be 14.4113 shares of the Company’s common stock per $1,000 principal amount
of Notes and the initial exchange price will be approximately $69.39 per share of the Company’s common stock. The initial exchange
rate and initial exchange price are subject to adjustment in certain circumstances. The Notes will pay interest semiannually at a rate
of 6.0% per annum and will mature on June 15, 2029, unless earlier exchanged or repurchased in accordance with their terms. The Operating
Partnership will not have the right to redeem the Notes prior to maturity, but may be required to repurchase the Notes from holders under
certain circumstances.
In addition, following the occurrence of certain
corporate events that occur prior to the maturity date, the Operating Partnership will, in certain circumstances, increase the exchange
rate for a holder that elects to exchange Notes in connection with such corporate event.
The Operating Partnership intends to use $80.5
million of the net proceeds from the Offering to fund the repurchase of 1,334,106 shares of the Company’s common stock from certain
purchasers of the Notes in privately negotiated transactions. The Operating Partnership intends to use the remaining net proceeds from
the Offering for working capital and general corporate purposes, which may include repayment of indebtedness and funding investments that
are consistent with its investment strategy, or a combination of the foregoing.
The Notes, including the guarantee, and the shares
of common stock issuable upon exchange of the Notes, have not been and will not be registered under the Securities Act of 1933, as amended
(the “Securities Act”) and may not be offered or sold in the United States absent registration or an applicable exemption
from registration requirements. The Operating Partnership is offering and selling the Notes to the Initial Purchasers in reliance on the
exemption from registration provided by Section 4(a)(2) of the Securities Act. The Initial Purchasers will initially offer the Notes for
resale to persons reasonably believed to be qualified institutional buyers (as defined in the Securities Act) pursuant to the exemption
from registration provided by Rule 144A under the Securities Act.
This Current Report on Form 8-K does not constitute
an offer to sell, or a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction
in which such offer, solicitation or sale would be unlawful.
Repayment of 2026 Senior Notes
On May 26, 2026, the Company fully repaid the outstanding
$282 million of its 5.50% Senior Notes due 2026 (the “Notes due 2026”), which were senior unsecured obligations of the Operating
Partnership, fully and unconditionally guaranteed by the Company, and matured on May 25, 2026. The repayment amount represented 100% of
the principal amount plus accrued and unpaid interest to the repayment date. The repayment was completed through cash on hand, availability
under the Company’s credit facility pursuant to a loan and security agreement between the Operating Partnership and a federally
regulated commercial bank, which matures on October 23, 2026, and was most recently amended in November 2024 to increase aggregate commitments
for secured revolving loans to $87.5 million, availability under the Company’s credit facility pursuant to a loan agreement between
the Operating Partnership and IIP Life Science Investments LLC, a wholly owned subsidiary of the Operating Partnership, and a federally
regulated commercial bank, which provides for a revolving line of credit available up to $100.0 million until the maturity date on October
3, 2028, and net proceeds from four secured term loans previously disclosed in the Company’s filings with the SEC: a $20.0 million
term loan from Generations Bank maturing April 22, 2029; a $56.5 million term loan from Thorofare Asset Based Lending Reit Fund V, LLC
maturing May 5, 2029; approximately $44.9 million of term loans from Amalgamated Bank maturing June 5, 2031; and a $20.0 million term
loan from A.G.P./Alliance Global Partners maturing October 9, 2026.
At-the-Market Offering Program Sales
From April 1, 2026 to June 1, 2026, the Company
has sold under the Company’s at-the-market offering program, 680,842 shares of the Company’s common stock for aggregate net
proceeds of approximately $34.8 million, and 948,034 shares of the Company’s Series A Preferred Stock for aggregate net proceeds
of approximately $20.9 million. As of June 1, 2026, there were 28,995,362 shares of the Company’s common stock issued and outstanding
and 5,666,082 shares of the Company’s Series A Preferred Stock issued and outstanding.
This Current Report on Form 8-K contains statements
that are “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934. All statements other than historical facts, including, without
limitation, statements regarding the closing of the Offering, the issuance of the Notes, and the use of proceeds from the Offering, including
the share repurchase, are forward-looking statements. When used in this press release, words such as the Company or the Operating Partnership
“believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,”
“intends,” “plans,” “estimates” or “anticipates” or the negative thereof or similar terminology
are generally intended to identify forward-looking statements. Such forward-looking statements are subject to risks and uncertainties
that could cause actual results to differ materially from those expressed in, or implied by, such statements. 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit |
|
Description of Exhibit |
| |
|
|
| 99.1 |
|
Press release issued by the Company on June 9, 2026. |
| 99.2 |
|
Press release issued by the Company on June 10, 2026. |
| 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: June 11, 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 Launch
of $250.0 Million Exchangeable Senior Notes Offering
SAN DIEGO, CA – June 9, 2026 – Innovative Industrial Properties,
Inc. (the “Company”) (NYSE: IIPR) announced today that its operating partnership, IIP Operating Partnership, LP (the “Operating
Partnership”), intends to offer, subject to market and other conditions, $250.0 million aggregate principal amount of exchangeable
senior notes due 2029 (the “notes”) in a private placement.
The Operating Partnership also intends to grant the initial purchasers
of the notes a 13-day option to purchase up to an additional $37.5 million aggregate principal amount of the notes to cover over-allotments,
if any.
The notes will be senior unsecured obligations of the Operating Partnership,
will be fully and unconditionally guaranteed by the Company and will be exchangeable for cash, shares of the Company’s common stock,
or a combination of cash and shares of the Company’s common stock, at the Operating Partnership’s option. The interest rate,
exchange rate and other terms of the notes will be determined by negotiations between the Company and the initial purchasers of the notes.
The Operating Partnership intends to use up to $50.0 million of the
net proceeds from this offering to fund the repurchase of shares of common stock of the Company from certain purchasers of the notes in
privately negotiated transactions and intends to use the remaining net proceeds from this offering for working capital and general corporate
purposes, which may include repayment of indebtedness and funding investments that are consistent with its investment strategy, or a combination
of the foregoing. The share repurchases, and any other repurchases of shares of the Company’s common stock, may increase, or reduce
the size of any decrease in, the market price of the Company’s common stock, and repurchases executed concurrently with the pricing
of the offering may affect the initial terms of the notes, including the initial conversion price.
The notes (and the related guarantee) will be offered only to persons
reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities
Act”). The notes and the related guarantee, and any shares issuable upon conversion of the notes, have not and will not be registered
under the Securities Act or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of the Securities Act and other applicable securities laws.
This press release shall not constitute an offer to sell or the solicitation
of an offer to buy any of the offered securities, nor shall there be any sale of these securities in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
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.
This press release contains statements that are “forward-looking
statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and Section
21E of the Securities Exchange Act of 1934. All statements other than historical facts, including, without limitation, statements regarding
the offering, the terms of the notes, and the use of proceeds from the offering, including the share repurchase, are forward-looking statements.
When used in this press release, words such as the Company or the Operating Partnership “believes,” “expects,”
“may,” “will,” “should,” “seeks,” “approximately,” “intends,”
“plans,” “estimates” or “anticipates” or the negative thereof or similar terminology are generally
intended to identify forward-looking statements. Such forward-looking statements are subject to risks and uncertainties that could cause
actual results to differ materially from those expressed in, or implied by, such statements. 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.
Company Contact:
David Smith
Chief Financial Officer
Innovative Industrial Properties, Inc.
(858) 997-3332
Exhibit 99.2
Innovative Industrial Properties Prices Upsized
Private Offering of Exchangeable Senior Notes Due 2029
SAN DIEGO, CA – June 10, 2026 – Innovative Industrial Properties,
Inc. (the “Company”) (NYSE: IIPR) announced today the pricing of a private offering of $350.0 million aggregate principal
amount of 6.0% exchangeable senior notes due 2029 (the “notes”) of its operating partnership, IIP Operating Partnership, LP
(the “Operating Partnership”). The offering was upsized from the previously announced offering size of $250.0 million in aggregate
principal amount of notes. The offering is expected to close on June 15, 2026, subject to the satisfaction of customary closing conditions.
The initial purchasers of the notes have been granted a 13-day option
to purchase up to an additional $52.5 million aggregate principal amount of notes to cover over-allotments, if any.
The notes will be senior unsecured obligations of the Operating Partnership,
will be fully and unconditionally guaranteed by the Company and will be exchangeable for cash, shares of the Company’s common stock,
or a combination of cash and shares of the Company’s common stock, at the Operating Partnership’s option. The initial exchange
rate for the notes will be 14.4113 shares of the Company’s common stock per $1,000 principal amount of notes and the initial exchange
price will be approximately $69.39 per share of the Company’s common stock. The initial exchange rate and initial exchange price
are subject to adjustment in certain circumstances. The notes will pay interest semiannually at a rate of 6.0% per annum and will mature
on June 15, 2029, unless earlier exchanged or repurchased in accordance with their terms. The Operating Partnership will not have the
right to redeem the notes prior to maturity, but may be required to repurchase the notes from holders under certain circumstances.
The Operating Partnership intends to use up to $70.0 million of the
net proceeds from this offering (or up to $80.5 million of the net proceeds if the initial purchasers exercise their option to purchase
additional notes) to fund the repurchase of shares of common stock of the Company from certain purchasers of the notes in privately negotiated
transactions and intends to use the remaining net proceeds from this offering for working capital and general corporate purposes, which
may include repayment of indebtedness, and funding investments that are consistent with its investment strategy, or a combination of the
foregoing. The share repurchases, and any other repurchases of shares of the Company’s common stock, may increase, or reduce the
size of any decrease in, the market price of the Company’s common stock, and repurchases executed concurrently with the pricing
of the offering may have affected the initial terms of the notes, including the initial conversion price.
The notes (and the related guarantee) will be offered only to persons
reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities
Act”). The notes and the related guarantee, and any shares issuable upon conversion of the notes, have not and will not be registered
under the Securities Act or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of the Securities Act and other applicable securities laws.
This press release shall not constitute an offer to sell or the solicitation
of an offer to buy any of the offered securities, nor shall there be any sale of these securities in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
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.
This press release contains statements that are “forward-looking
statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and Section
21E of the Securities Exchange Act of 1934. All statements other than historical facts, including, without limitation, statements regarding
the offering, the terms of the notes, and the use of proceeds from the offering, including the share repurchase, are forward-looking statements.
When used in this press release, words such as the Company or the Operating Partnership “believes,” “expects,”
“may,” “will,” “should,” “seeks,” “approximately,” “intends,”
“plans,” “estimates” or “anticipates” or the negative thereof or similar terminology are generally
intended to identify forward-looking statements. Such forward-looking statements are subject to risks and uncertainties that could cause
actual results to differ materially from those expressed in, or implied by, such statements. 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.
Company Contact:
David Smith
Chief Financial Officer
Innovative Industrial Properties, Inc.
(858) 997-3332
