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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): March 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 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 7.01 Other Events.
Portfolio Update
On March 16, 2026, Innovative
Industrial Properties, Inc. (the “Company”) issued a press release providing a portfolio update, including, but not limited
to, executed full-building leases for two properties comprised of 122,000 square feet located in Illinois and California and the events
described in Item 8.01 of this Current Report on Form 8-K (the “Current Report”).
A copy of the press release
is attached as Exhibit 99.1 to this Current Report and incorporated herein by reference.
The furnishing of the
attached press release is not an admission as to the materiality of any information therein. The information contained in the release
is summary information that is intended to be considered in the context of more complete information included in our filings with the
U.S. Securities and Exchange Commission (the “SEC”) and other public announcements that we have made and may make from time
to time by press release or otherwise. We undertake no duty or obligation to update or revise the information contained in this press
release, although we may do so from time to time as our management believes is appropriate. Any such updating may be made through the
filing of other reports or documents with the SEC, through press releases or through other public disclosures.
The information in this
Item 7.01, including Exhibit 99.1, is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that section, nor shall the information be deemed incorporated by reference in any filing under the Securities
Act of 1933, as amended, or the Exchange Act.
Item 8.01
Other Events.
PharmaCann
Settlement Agreement
On
February 26, 2026, the Company entered into a settlement agreement (the “PharmaCann Settlement Agreement”) with PharmaCann
Inc. (“PharmaCann”) to resolve pending lawsuits brought by certain indirect, wholly owned subsidiaries of the Company against
PharmaCann and certain of its affiliates in connection with rent defaults under leases (the
“PharmaCann Leases”) for three properties owned by the Company located in New York, Ohio, and Pennsylvania. Pursuant to the
PharmaCann Settlement Agreement, PharmaCann agreed to wind down and close its operations at each property and surrender possession of
the New York and Pennsylvania premises to the Company on or before May 20, 2026, and the Ohio premises on or before May 26, 2026. Upon
PharmaCann's vacating and surrendering of the premises on the applicable surrender dates, the PharmaCann Leases will be deemed terminated.
In connection
with the PharmaCann Settlement Agreement, the parties entered into consent orders, stipulations of judgment, and stipulations of settlement
with the respective courts in Pennsylvania, New York, and Ohio (collectively, the “Consents”). The Consents provide for the
entry of judgments in favor of the Company's subsidiaries for possession of the premises as well as monetary judgments and were fully
executed on March 13, 2026. The monetary judgments are subject to reduction on a dollar-for-dollar basis for escrowed rent funds released
to the Company.
Tenant
Defaults
The
Company, through indirect, wholly owned subsidiaries serving as landlord, previously entered into leases with The Cannabist Company and
its affiliates (collectively, “Cannabist”) as tenant for a property owned by the Company and located in Pennsylvania (the
“Cannabist Lease”) and Battle Green Holdings, Inc. and its affiliate(s) (collectively, “Battle Green”) as tenant
for a property owned by the Company and located in Ohio (the “Battle Green Lease”). The Cannabist Lease accounts for 2.7%
of the Company's total rental revenues for the year ended December 31, 2025, while the Battle Green Lease represents 2.9% of the same.
On March 16, 2026, after the expiration of applicable notice and cure periods, Cannabist defaulted on its obligation to pay the full rent
for March 2026 under the Cannabist Lease, amounting to $0.6 million, inclusive of base rent, property management fees, and estimated tax
and insurance payments. The Company intends to use the security deposits held under the Cannabist Lease to pay the full amount of March
2026 rent, including any accrued late fees and interest. On March 9, 2026, after the expiration of applicable notice and cure periods,
Battle Green defaulted on its obligation to pay rent for March 2026 under the Battle Green Lease, which is the only property the Company
has leased to Battle Green, with March rent totaling $0.8 million. The Company intends to use security deposits held under the Battle
Green Lease to pay the full amount of March 2026 rent, including any accrued late fees and interest.
In
total, the Company currently has 20 leases with Cannabist (including the Cannabist Lease) for properties that it owns, which collectively
represented approximately 6.3% of the Company’s total rental revenues for the year ended December 31, 2025. Excluding the Pennsylvania
property lease described above, Cannabist is current on its obligations for the remaining 19 leases. Furthermore, in February 2026, Cannabist
sold its Virginia cannabis operations, including its operations at a cultivation facility owned by the Company, to an affiliate of Millstreet
Credit Fund LP, reducing the number of the Company’s properties leased to Cannabist from 21 to 20.
The
Company expects to enforce its rights under the Cannabist Lease and the Battle Green Lease aggressively, which may include, but is not
limited to, commencing eviction proceedings as the Company deems necessary and pursuing available remedies under applicable guarantees.
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. All statements other than statements of historical fact are “forward-looking statements”
for purposes of federal and state securities laws, and they include, but are not limited to, discussions of the execution of definitive
lease agreements for properties subject to the conclusion of receivership proceedings; resolution of the PharmaCann Settlement Agreement,
including collection of monetary judgments and surrender of the properties subject to the PharmaCann Leases; and statements about the
Company’s expectations regarding enforcement of its rights under the defaulted leases. 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 SEC, 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 Current Reports
on Form 8-K.
Item 9.01 Financial Statements and
Exhibits.
Exhibit
Number |
|
Description of Exhibit |
| |
|
|
| 99.1 |
|
Press Release dated March 16, 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: March 16, 2026 |
INNOVATIVE INDUSTRIAL PROPERTIES, INC. |
| |
|
| |
|
|
| |
By: |
/s/ David Smith |
| |
Name: |
David Smith |
| |
Title: |
Chief Financial Officer |
Exhibit 99.1
Innovative Industrial Properties Announces PharmaCann
Resolution and Provides Portfolio Update
SAN DIEGO, CA – March 16, 2026 – Innovative Industrial
Properties, Inc. (NYSE: IIPR) (“IIP” or the “Company”) announced today the following portfolio updates, including
the execution of 122,000 square feet of new leases in March 2026, as the Company continues to execute on its previously announced plan
to enhance the performance of its real estate portfolio and drive long-term value for its shareholders:
PharmaCann
The
Company has resolved all pending litigation with PharmaCann Inc. (“PharmaCann”) with respect to PharmaCann’s prior lease
defaults. The settlement agreement that the Company has entered into with PharmaCann includes monetary judgments for amounts owed by PharmaCann
under the leases for New York, Ohio and Pennsylvania and mandates the turnover of these properties to the Company by May 20, 2026 for
the New York and Pennsylvania properties and by May 26, 2026 for the Ohio property. The Company is actively working on retenanting these
properties and is in active discussions with prospective tenants for all three properties.
The
Company has executed lease agreements with new tenants for the other three cultivation assets previously leased to PharmaCann, executing
a lease agreement for its 205,000 square foot Michigan property in April 2025, executing a lease agreement for its 58,000 Massachusetts
property in November 2025, and most recently executing a lease agreement for its 66,000 square foot Illinois property in March 2026.
Gold Flora
The
Company has executed lease agreements for the three properties previously leased by Gold Flora, executing a lease agreement for its 70,000
Palm Springs property in November 2025, executing a lease agreement for its 204,000 square foot Desert Hot Springs property in January
2026, and executing a lease agreement for its 56,000 Palm Springs property in March 2026.
4Front
The
Company has reached tentative agreements with prospective new tenants for the four assets leased to 4Front, including a 250,000 square
foot asset in Illinois, a 114,000 square foot asset in Washington, and two assets in Massachusetts totaling 124,000 square feet. Each
of these agreements are subject to customary diligence and licensing processes and are expected to go into effect at the conclusion of
receivership proceedings, expected by the third quarter of 2026.
The Cannabist Company
The
Cannabist Company and its affiliates (“Cannabist”) defaulted on the tenant’s obligation to pay rent in full for the
month of March 2026 for one property located in Pennsylvania. March rent, including base rent, property management fees and estimated
tax and insurance payments, totaled $0.6 million for this property and represented 2.7% of the Company’s total rental revenues for
the year ended December 31, 2025. The Company intends to use the security deposits held under the Cannabist lease to pay the full amount
of March 2026 rent, including any accrued late fees and interest.
In
total, the Company currently has 20 leases with Cannabist (including the property in Pennsylvania) for properties that it owns, which
collectively represented approximately 6.3% of the Company’s total rental revenues for the year ended December 31, 2025. Cannabist
remains current on all obligations to pay rent for 19 of the 20 leases.
Battle Green
Battle
Green Holdings, Inc. and its affiliates (“Battle Green”) defaulted on the tenant’s obligation to pay rent for the month
of March 2026 for a property located in Ohio, which is its only property leased to Battle Green. March rent, including base rent, property
management fees and estimated tax and insurance payments, totaled $0.8 million for this property and represented 2.9% of the Company’s
total rental revenues for the year ended December 31, 2025. The Company intends to use security deposits held under the Battle Green lease
to pay the full amount of March 2026 rent, including any accrued late fees and interest.
The
Company expects to enforce its rights under its leases with these tenants aggressively, which may include, but is not limited to, commencing
eviction proceedings as the Company deems necessary and pursuing available remedies under applicable guarantees.
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.
This press release contains statements that IIP 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 press release, words such as IIP “expects,”
“intends,” “plans,” “estimates,” “anticipates,” “believes” or “should”
or the negative thereof or similar terminology are generally intended to identify forward-looking statements. Forward-looking statements
include discussions of the execution of definitive lease agreements for properties subject to the conclusion of receivership proceedings;
resolution of the PharmaCann settlement agreement, including collection of monetary judgments and surrender of the properties subject
to the PharmaCann Leases; and statements about the Company’s expectations regarding enforcement of its rights under the defaulted
leases. 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. Factors that may cause actual results to differ materially from current expectations
include, but are not limited to, the risk factors discussed in the Company’s annual report on Form 10-K for the year ended December
31, 2025. Investors should not place undue reliance upon forward-looking statements. IIP disclaims any obligation to update or revise
any forward-looking statements, whether as a result of new information, future events or otherwise.
IIP Contact:
David Smith
Chief Financial Officer
Innovative Industrial Properties, Inc.
(858) 997-3332
